Marvel universe: Becoming a Hero
by SOLDIER-MS
Summary: A villain creates an army of teenage super villains to conquer the world. As Earth's mightiest heroes gather a young boy must become what he was born to be and fight alongside the heroes to save the world from the Mandarin's army.
1. Chapter 1

My second published Story, I'm working on it with a few other Marvel related fics which are all linked. I take inspiration from movies, games and the comics of Marvel although I havent read much Marvel lately so dont blame me if I potray characters wrong. This Fic is also connected with my X-men academy X fic.

Disclaimer: I do not own Marvel Comics or any of its characters

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Marvel Universe: Becoming a hero

Chapter 1: The school trip

He lay face flat on his bed wearing a simple pair of grey shorts and a blue shirt, the bed sheets were only covering his left leg, His blonde hair was messy and stuck out in places almost like he'd been shocked, he also had two of the worst sleeping habits, he drooled and he snored. As the phone on his bedside cabinet rang he slowly moved his hand not even looking to see where the phone was (and not even caring about the watch and lamp he knocked over) he grabbed the phone pressed a button and placed it to his ear.

"This better not be you Tito" he said in a very tired and worn out voice.

"It's me you lazy bum" a girl's voice said on the other side of the phone.

"Who?" the boy asked and a impatient sigh came off the other end of the phone.

"It's Faith or is that a little bit too hard to remember?"

"Oh sorry Faith, what's up, we haven't got school have we because I'm still not sharing that report on Meta-humans with you" He said.

"Reilly don't you remember the school trips on today, the one you've desperately been wanting to go to" Faith said.

It was then that Sven Lucas Reilly popped his head up revealing his grey eyes "ALL RIGHT!!" He yelled dropping the phone and rushing towards his wardrobe, he removed his shirt and quickly sprayed himself with deodorant and put on a pair of black jogging trousers, a white muscle shirt and a pair of blue socks, he then took a hat and a blue-collar shirt off of the peg on his door. He ran down the stairs putting the shirt on but not bothering to button it up, he then placed the cap on his head and jumped over the stair railing landing on his feet on a carpet, he quickly ran past the kitchen but stopped when he heard "Don't you want breakfast?" from his mother.

He rushed into the kitchen and grabbed a waffle that was placed neatly and a plate with a red headed girl looking at the waffles with awe but then yelling "SVEN THOSE ARE MINE!" it was too late as Sven was already out of the house running across the street of his normal suburban street. He occasionally stopped to say hello to some of his neighbours but none of them really understood him since he was still chewing on the waffle, which he just rammed into his mouth.

"He's always late" the man said tapping his foot against the gravel and leaning against the yellow school bus, he wore a white buttoned shirt with a name badge saying "Mr Jones" on it.

He looked into his bus to see 13 other students either looking at their watches or in one case just playing a PSP "TITO!!" he yelled and the pompous boy playing the games quickly switched them off.

When Jones opened the bus door a voice cried out "WAIT!" Sven ran towards Mr Jones sweating and panting.

"I'm here Mr Jones, and I brought the permission slip and my report" Sven said taking two bits of paper out of his bag and giving them to his teacher who looked at them with surprise in his eyes.

"This report is great, interesting how you mentioned the Avengers and Project Rebirth, I only wish your other work was as good as this" Mr Jones said

"Ok get on the bus kid" Sven then jumped into the air and yelled "WOOOHOOO!!" he then climbed into the bus going past a few full seats before reaching Tito a short boy with huge round glasses and would normally be seen tinkering with a laptop but today he was playing with a miniature computer made by Stark International.

"What are you downloading now Tito" Sven asked sitting in the seat behind Tito and looking over his shoulder.

"Just a schematic of the some of Mr Starks Iron man armour's if I'm going to get a job at Stark enterprises then I'll need to impress him" Tito said.

"Your really sure that he's going to take the tour himself?" Sven asked knowing full well what the answer would be.

"Billionaires like him are always looking to impress the public that includes touring small town students like us" Tito said failing to notice Sven lip syncing his words.

Tito's real name was actually Kyle Carter but Sven had begun calling him Tito mostly to annoy him until he got used to the name. Tito was the classic stereotype of the school geek and nerd, he wore glasses, fancy shoes, smart shirts with pens in the pocket and of course he often carried a laptop with him. A child prodigy with the potential to be a genius.

"Where are Calvin and Mariko?" Sven asked looking around the bus.

"Didn't you hear Mariko's parents found out she had a crush on our gym teacher" a brown haired girl called Faith said. Faith was actually called Elizabeth Perkins but she was called Faith because she had so much of it, not in religion that is but in her friends.

"I don't see why you all don't realise it's just a phase she's going through" a black haired boy of Chinese heritage said.

It was then that the boy sitting next to Faith spoke up "Just because your crushing on her Shang-Chi", his name was John Walker, like Sven he was a super hero fanatic but probably not so as much as his friend, John wore a blue shirt with the symbol of the American Flag on the back, he himself wasn't what you'd call patriotic but his father and grandfathers still held value for the American qualities of freedom and independence having been soldiers themselves.

"Say Reilly you prepared to visit Stark Tower?" John asked.

"Of course I've done plenty of research on the Iron Man project plus I keep up to date with it's news, did you know that both Shield and Stark International are currently in upheaval because Stark is no longer providing weapons for them" Sven said.

"I heard something about that, I think it's just a front for Stark to earn more publicity" Shang-chi said.

"Ok class here's the rules for when we get to Stark Tower" Jones said standing up as the bus started moving "If you are going to wander off stay in a group of at least four people".

A few hours had passed and Sven looked at the gold Stark Tower with his mouth open.

"You look like a kid at a candy store Reilly" Faith teased.

"I don't believe this is actually happening" Sven said wiping a tear from his eye.

'What a pussy' Shang-Chi thought.

"Calvin and Mariko don't know what they're missing" Sven said being the first off his seat and rushing towards the bus door.

"REILLY!" Jones yelled as Sven accidentally ran into a blonde haired man wearing a grey trench coat.

"I'm so sorry sir" Jones said helping Sven up.

"It's all right really" the man said waving his hands and picking Sven's bag up "Here you go son" the man said giving the bag to sven then patting him on the head.

"Hey earth to Sven, what's wrong with you" John said waving his hand in front of Sven's eyes.

"Don't you know who that guy is?" Sven asked James who merely shrugged his shoulders.

"Think back to that article on Captain America" Sven said and it suddenly came to John "That's right, Captain Steve Rogers just patted me on the head" Sven said like a child who had just met his biggest hero.

"Don't tell me your never going to shower again" Shang-Chi said and frowned when Sven nodded his head.

Next Chapter 2: The Tour

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Please send some reviews, this stories mainly going to revolve around my original character and some of the Avengers. 


	2. The Tour

Disclaimer: I dont Own Marvel

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Marvel Universe: Becoming a hero

Chapter 2: The tour

The Class entered the huge entrance hall of Stark Tower where next to one hundred guests were gathered from businessmen to journalists. Mr Jones directed his class to the reception desk, the red haired receptionist sat at the desk filing her nails.

"Excuse me, I'm Harold Jones Tony Stark said he was taking my class for a tour of the tower" Jones said.

The Receptionist pushed a button on her phone "Mr Stark your nine o clock appointment is here" she said.

A few seconds passed before all of the students looked up at the roof. A man encased in a suit of armour hovered onto the floor in front of the gasping students. The armour's helmet was red with a gold face plate and glowing blue eyes, the arms were a pair of black gloves with red and grey arms gauntlets and red shoulder guards, the chest armour was red with grey accents and a blue circle shape on the chest, below the waist all his legs and feet were covered in heavy grey and red armour.

"Hello class six, welcome to Stark tower, it's forty stories of heaven on Earth, I'm Tony Stark owner and head of the board of Stark International, some of you may also know me as Iron man" The armoured warrior said the speaker built into his helmet making his voice sound louder and more robotic.

"You owe me 5 bucks" Tito whispered to Sven who reluctantly took five dollars out of his pocket and gave it to Tito.

"Now let the tour begin, I'll take you through my Iron-man factory, as well as some of my other projects and I hope you all have time for Soda's because I think that all work and no play can get boring" Iron-man said taking off his helmet revealing a black haired man in his thirties "Now follow me please" Stark said walking towards a wall with a symbol which looked similar to the faceplate on his helmet. The wall suddenly slid open and Tony guided the anxious students inside.

"Good to see you again Harold" Tony said to Mr Jones, it was then that all of the students stared at Mr Jones as if he had just burped.

"You know **the** Tony Stark?" Shang-Chi asked Jones who simply shook his head

"I was an Air-force navigator, my pilot James Rhodes and I once saved Tony's life".

The students gasped and Tony merely grunted "Yeah but as I recall I stopped a missile from blowing your plane apart" Tony said.

"Anyway enough about old times how about we get the tour started, after you Mr Stark" Harold said going back to his previous professional composure.

"Welcome to my pride and joy the Iron-tech lab" Tony said as he and the class stepped into a giant room filled with various platforms where science teams where performing experiments, some were at computer consoles while others where taking tally's while checking various shards of metal.

"I have over 200 scientists and mechanics working every week to find better ways of improving my armour for the worlds defence, and also develop other technologies to benefit mankind" Tony said pointing to a few of the scientists who waved back reluctantly.

"Now moving on to the gallery of armour, first up is my clunky low tech armour" Tony said pointing to a suit of grey armour that looked like something from the sixties.

"Hey isn't that the Mk1 armour you made when you were held up by Aim?" Sven asked excitedly.

"Yes it is it only included a rocket pack and a low tech repulsor ray, then I moved onto a gold version when I joined up in the Avengers, sort of symbolizing the beginning of a new age" Tony said smiling and pointing to quite a dusty gold coloured version of the MK1 armour.

"I experimented with different armour looks, the silver centurion, the red and gold version which I used when the Avengers took down Kang the conqueror, then when the Kree invaded I needed some serious fire power so I employed my second favourite armour to date, the war machine armour" Tony pointed towards a shining green iron-man armour.

"Why was that your second favourite again Tony?" Harold asked.

"Because it's got some big guns" Tony and Sven said together causing a few of the students to laugh.

"You then gave that armour to James Rhodes right?" Sven asked.

"Yep, he tested out some of my other armours and I thought it was about time that Iron-man had a sidekick" Tony said smiling.

"The day people call me your sidekick is the day you stop drinking one beer each lunch" A voice said behind Tony. Tony turned to the bearer of the voice, and well built African American who had black hair and a beard and also wore a pair of blue jeans and a blue jacket with a name badge saying "Head Security Officer James Rhodes".

"RHODEY!" Harold yelled running towards his old air force partner and gently smacking his knuckle against his.

"I never would have imagined you becoming a teacher Hal" Rhodes said patting Harold on the back.

"Mr Jones is looking a lot cooler now" John whispered to Sven who nodded in return.

"Mr Stark could I ask a question sir?" Sven asked raising his hand to Tony.

"Sure you can kid, and please call me Tony Mr Stark makes me feel old" Tony said.

"Well I wanted to know, could you tell us what it's like working with heroes like Captain America and the Avengers?" Sven asked.

"What's your name son?" Tony asked.

"It's Sve... Sven sir" Sven stuttered, he was flustered over being in the same room as one of his favourite heroes.

"Sven, I'll tell you till the day my heart stops I'll remember what an honour it was to fight beside the some of the greatest heroes in the world, they've proven time and time again that even the few can make a difference" Tony said with a slight tear forming in his eyes, it was true that it was an honour to even be in the same room as Cap and that he would give his life for him a thousand times over but with the issue of Stark International no longer supplying weapons to S.H.I.E.L.D. there friendship was on a bit of a slippery slope. He still got along quite well with him though there was just that tension when it came to Tony's company.

"Hey Tony, your Vodka Oranges ready" Rhodey said snapping Tony out of his trance.

"Hey don't play on my weakness" Tony said noticing Rhodes and Harold's laughter.

"Hey Mr Rhodes, I get your nickname but why call Mr Jones Hal?" Shang-Chi asked politely.

"Don't tell them James" Harold said.

"Sure I will, you see Mr Jones as you know him is quite a fan of the Hal Jordan Green Lantern, he was always reading those comic books when we were teens he even read a few when we where in the air force, since his first name is Harold we all called him Hal" Rhodey said.

"Your gonna pay for this one day Rhodey" Hal said.

"I can't wait" Rhodey said grinning.

"Anyway carrying on with the tour, next up is my Quinjet" Tony said walking into the hanger area, a white and red jet was on a platform with various mechanics taking pieces of the jet off and replacing them with newer ones.

"If any of you are wondering they're replacing the armour and power batteries" Rhodey said.

"So there not just doing random things with it to actually make it look like their working?" Sven asked.

"Um no what gave you that idea?" Rhodey said though the students all gave him and Tony suspicious looks

"Now whose hungry?" Tony asked guiding the class to an elevator. Tony pushed a button on the control panel and the elevator rose up to his private bar where a butler was waiting. "Jarvis get us some sodas and juice please" Tony asked the butler who walked towards the bar. "Please make yourselves at home and rest up" Tony said. The class minus Sven and his friends ran to the sitting area and jumped onto the been bags and sofas that were set their.

"You did some redecorating for the tour I see" Hal said to Tony.

"No I've always kept the bar like this" Tony said grinning.

"You haven't changed one bit since I first met you, still just a kid I see" Hal said.

"True I haven't changed much in personality but I'm more responsible now that Stark is an International company, then there's my work with the Avengers"

"You're still going to work with the Avengers?" Hal asked with surprise both in his voice and expression.

"It's supposed to be classified information but you're an old friend, you see I funded the Avengers secretly, we only deal with super-human related threats or natural disasters because all of the members except Cap are volunteers who are willing to give their lives for innocent people, and there was the large hundred dollar check every month for Wasp and Giant-man but that was in the beginning, with the new team that Fury is reluctantly helping me muster along with Dr Banner and Miss Ross you can expect an almost better era than the original" Tony said pouring himself a shot of whisky and gulping it down.

"Is it possible to ask who these New Avengers are?" Sven asked popping his head out of the back of the bar with a can of Soda balancing on his head.

"Sven you know that's national security, and please don't ease drop, and your too young to be behind the bar!" Hal said raising his voice in anger. Putting up with a class clown like Sven was daily routine for him though he actually did care about his students and learned to look at the potential they all had, especially those like John Walker and Shang-Chi

"Don't worry Hal, Sven just watch the news and you might see interviews with the new members" Tony explained.

"Just one thing I want to know Tony, why put tours on for your company?" Jones asked.

"I wanted to get a little publicity and don't worry about all the classified stuff I'm not showing you that, the armour designs you saw where all deactivated and the weapons had been taken off, and lets just say that of those scientists were just doing random things like Sven said"

"Um MR Stark" Sven said jumping up and down to get attention.

"Yeah Sven"

"I really need to go to the bathroom" Sven said.

"Oh great, you shouldn't of drunk so much soda" Harold said rubbing the back of his head.

"The toilets over there knock yourself out" Tony said pointing towards his private rest room.

"Just don't knock yourself out literally" Hal said as Sven ran to the door.

"So what are the benefits of teaching a new generation" Rhodey asked.

"A mouthful of attitude and keeping Sven out of trouble" Hal sighed.

"He seems like a hyperactive kid" Tony said.

"Yeah, he's got a lot of potential but he's just wasting it with the attitude he has at the moment" Hal said.

"What about your other students?" Tony asked.

"Lets see there's one kid Calvin Rankin who Sven hangs out with, the guys got potential but he's too arrogant and he doesn't turn up for some classes, the rest like Mariko Yoshida are dedicated"

"Hey wait a minute you've got a member of the Yoshida clan in your class?" Rhodey asked.

"Yeah" Hal said gulping down his soda.

"They're quite an important family in Japan, why send their daughter to a suburban school?" Rhodey asked.

"Obviously to show that they aren't as high and mighty as they really are" Tony said. "I'll tell you don't have a business meeting with them you'll stink of arrogance".

"Speaking of stinking what's taking Sven so long?" Rhodey asked.

"Well there are some things the kid cant do in the blink of an eye" Hal said gulping down the last of his drink.

"Well we'll wait another minute and send someone after him" Tony said.

In Stark's private bathroom Sven had just finished.

'Wait I got to remember to wash my hands this time after what happened on the last school trip' Sven thought as he drenched his hands in tap water then soaped them up.

'Now just think how many people have been using the easier but dirtier option Sven, go for the dryer' Sven thought to himself walking towards the dryer. He pushed the button but instead of the air he was expecting a hole in the wall-slid open.

"Well that's something you don't see everyday" Sven said walking towards the passageway. 'Curiosity killed the cat Sven, but it could be some super secret project that Starks working on and you get to see it first' Sven thought as he stepped down the hole.

Next Chapter 3: The Secret

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Read and review Thank you! 


	3. The Secret

Disclaimer: I do not own Marvel Comics or any of its characters and places!

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Marvel Universe: Becoming a hero

Chapter 3: The secret

Sven walked along the path that was set out in the passage; it was just a long corridor with posters of people like Captain America and the Invaders. Sven looked at a few of them with interest before moving on. 'Ok Sven you seemed to have stepped into super hero heaven' Sven thought as he stepped out of the corridor and into a lab.

'Oh shit, I should get out of here before I see something classified' Sven thought as he turned around and yelled. "AAAAAAGH!!" Sven came face to face with Tony and Rhodey.

"We're very sorry you had to see that" Rhodey said.

"Easy Rhodey I'm sure Sven here can keep a secret, right Sven" Tony said smiling.

"Yeah!" Sven said rather hesitant at first.

"Ok well let me explain, since it was my private bathroom I had the passage remote put on the dryer because most of the time I use the toal" Sven explained.

"Despite what I tell him about Hygiene" Rhodey said shaking his head.

"I am the only one using the bathroom and besides I thought that the children would do the easier and quicker thing and wipe their hands" Tony said.

"You obviously haven't seen Tito washing his hands" Sven said getting off topic.

"Well aren't you wondering what this place is?" Tony asked.

"Well from the corridor I'd say it's a gathering place for Invaders fans" Sven said flashing a grin.

"No I believe the convention will be in Queens in two months" Tony said chucklind

"So what's the deal with the Captain America and Invader posters?" Sven asked.

"This used to be a place where'd we'd work on new super soldier serums but we cancelled the idea years ago, although if you'd come with me we still have one giant vat of the serum" Tony said walking through the lab to a ledge where a large tube stored a strange green liquid.

"Is this…. the super soldier serum?" Sven asked.

"It was our super serum, we just lost interest in it after the Avengers were formed" Tony said.

"What was it supposed to do?"

"No idea we never tested it, all the other attempts by scientists like Bruce Banner produced…. well they were disastrous" Tony said being careful not to talk about Bruce's secret.

"Hey Tony we'd better not keep the kids waiting" Rhodey said.

"Sorry Sven looks like your private tour is over, and lets keep this our little secret ok" Tony said offering Sven his hand to shake. Sven shook the hand without hesitation. Rhodey, Tony and Sven walked out of the bathroom and into the bar where Hal and the rest of the students were waiting.

"What took you so long Sven?" Faith asked.

"Nothing, some people take longer than others you know" Sven said grinning.

"You're sick Reilly!" Shang-Chi said glaring.

"Now people let's carry on with the tour" Tony said. Before any of the children could take one step an alarm started ringing. "What the hell is going on!" Tony said pushing a few buttons on the computer built into his armour's wrist.

"Pepper what the hells going on down there?" Tony asked on his phone but there was no response. Tony pressed a few more buttons on his wrist computer and a screen popped out of his desk showing various video feeds from security cameras, the children of the class gasped as they looked at the images on the screens. The Reception camera showed many of the workers including Pepper Potts crouched down on the floor with two costumed men watching over them, the first man known as Blizzard wore a blue jumpsuit with snow white gloves and boots, his white mask covered his face and ended at his chest and back in a sharp icicle pattern. The second man next to Blizzard was considerably more deadly; he was the grey gargoyle a behemoth with the power to turn objects and even people into stone, his skin and hair itself was made of a hard granite material. Tony looked to the cameras that showed the stairs to see his guards in some kind of strange trance as if they had been hypnotised.

"Hypnotia!" Tony said under his breath.

"Who else is there?" Rhodey asked.

"I can't see anyone else…." Tony's speech was interrupted when a spinning miniature tornado drilled through the floor. When it stopped the other costumed villains were revealed, Whiplash a man who despite his choice of style a blue jumpsuit with a flowing yellow cloak and a purple cowl, he was deadly with his powered whip, the second villain who stood in the middle of the group wore green and silver armour like Iron man's although the pattern on his face plate looked significantly more fierce and he had strange horn like objects protruding from the top of his helmet, he was Whirlwind one of the most powerful of the villains. The third man on the right side of Whirlwind was known as Dread knight, he wore a helmet, which was designed after a skull apart from the two wing designs on the side of it, he also wore blue coloured chain mail armour and a red tunic with a skull and crossbones design on his chest, his armoured gloves and legs were blue coloured and the huge lance he carried on his shoulder was a gold colour. Tony quickly put his helmet on and flew at the three villains but Dread Knight fired a bolt of energy from his lance sending Iron man through the wall. Rhodey and Hal immediately tried to gather the students and run out of the room but Whip Lash stepped towards the door blocking their path.

"I'll deal with Iron Man you two go to the formula and retrieve it as planned, oh and take some of the children with you in case Iron Man escapes" Whirlwind ordered Whip lash and Dread knight, the two villains followed their orders tying Tito, Hal, Rhodey and Sven up with Whiplashes whip.

"Hypnotia is on her way up with the guards so no need to worry about any other interference" Dread Knight said.

"Come on people get inside the toilet!" Whiplash said aggressively. Although Hal and Tito remained ignorant and confused Sven and Rhodey both new what the group of villains were after.

'I knew public tours were a bad idea, but no Tony had to be too bold as usual' Rhodey thought as they stepped into the bathroom. 'If only I had my War Machine armour with me'.

"Mr Rhodes if you would be so kind as to show us the mechanism to the old lab, and don't get any ideas because if you do you, the teacher and these two kids are in for a world of pain"

Next Chapter 4: The Fight for the tower

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The Action begins in the next chapter 


	4. The fight for the tower

Disclaimer: I dont own Marvel

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Marvel universe: Becoming a hero

Chapter 4: The Fight for the tower

Despite the situation he was in Sven wasn't frightened one bit, even if he was getting a giant lance pointed at him he didn't quiver or shake unlike Tito who was doing all of those things. As for Rhodey and Hal since they were once soldiers they knew how to react in a situation like this but even then their military training would do little against super powered villains like Grey Gargoyle and Whirlwind. For now all they could do is keep their cool and not panic. Rhodey nodded to Hal who gave a nod back as they walked towards Tony's bathroom.

"I'll search for Iron-man and keep him occupied, Grey Gargoyle, Whiplash, Dread Knight you three take those students to the Super Soldier serum chamber, Blizzard watch the rest of the class" Whirlwind said as he spun his legs like a tornado and flew through the hole he left from his attack earlier.

"Damn I have to watch a bunch of brats!" Blizzard said turning to the remaining students and it seemed that only John, Shang-Chi and Faith weren't trembling like the other students John because he was a military brat, Shang-Chi because of his integrity and Faith because she wasn't really scared for some reason.

"Now do take the lead Mr Rhodes and do be careful not to play hero otherwise everyone here might die" Whiplash said lashing at the ground near Rhodey.

Meanwhile Whirlwind had just flown into a hallway area of Stark Tower and continued to fly in his search for Iron Man. "Coward!" He said silently to himself. He just got to one corner until he stopped when he saw Iron-man standing before him with a red cannon type weapon attached to his shoulder.

"Asta la vista Whirly!" Iron man said before firing a red beam of energy at Whirlwind sending him through the wall. The armoured warrior disconnected the cannon weapon from his shoulder plate and flew at Whirlwind upper cutting hi through the ceiling as he got up. The green armoured villain quickly recovered and punched Iron-man in the chest then again in the head, Whirlwind then thrust his hand forwards sending a miniature tornado at Iron-man and forcing him deeper into the ground. A yellow light flew out of Iron mans chest pushing Whirlwind into the ceiling smashing him through an office with a few panicking workers still inside. The two armoured super beings grabbed each other throwing themselves out of the window and flying through the streets surrounding Stark Tower Blasting at each other as they flew. Iron-man punched Whirlwind through one of the tower windows, the villain skidded to a halt but Iron-man fired his chest blaster hitting Whirlwinds chest and sending him through the wall.

"It seems mister Stark has quite an interest in the last generations heroes" Grey Gargoyle said looking at the posters and black and white photos in the corridor that led to the serum.

"Well I can't see why the decoration was necessary" Dread knight said.

"I'll tell you why there was decoration Dread Knight, because Mr Stark is a fool, that's why!" Whip Lash said.

"Ready!" Rhodey said to Hal who nodded. Both former Air Force pilots turned around and dealt swift punches to both Dread Knight and Whiplash. "COME ON LETS GO!" Rhodey yelled picking up a practically paralysed Tito and running with Sven and Hal to the serum containment area. Rhodey pushed a button near the entrance and a steel door slammed shut behind them. "That's not going to hold them for long, lets just hope that Tony gets here in time".

At that moment Whirlwind and Iron-man crashed through the walls into the corridor that Grey Gargoyle, Dread Knight and Whiplash waited in. Grey Gargoyle charged at Tony trying to punch him but the armoured hero threw the giant over his shoulder. He then fired his wrist blasters at Whirlwind launching two beams of energy, but the villain flew to the side avoiding the projectiles, which blasted through the door leading to the serum chamber.

"NICE WORK TONY!" Hal and Rhodey yelled together as Whiplash and Dread Knight ran towards them.

"We can't win this fight, is there some other way out?" Hal asked Rhodey.

"No, sorry guys"

"No complaining!" a women's voice said and the two air force buddies turned around to be met with two glowing eyes. "No complaining when Hypnotia is your master" the villainess Hypnotia said as both Hal and Rhodey fell under her control. Tito was overcome with fear and immediately ran for the door. Kyle meanwhile was too amazed with the fight that Iron man was having with the four villains. The armoured warrior dodged laser shots from the blaster attached to Dread Knight's lance and gusts of wind from Whirlwind. He then dive bombed towards Grey Gargoyle blasting at him with his wrist lasers then landing on the floor in front of him and upper cutting the granite skinned man.

"Wow this is amazing, check this out Tito, eh Tito!" Sven said as Tito ran past him. "Tito what are you doing you idiot?"

"I've got to get away!" Tito whined as he ran towards the door, however he stopped when Blizzard walked into the room.

"BLIZZARD YOU FOOL YOUR SUPPOSED TO BE WATCHING THE OTHER CHILDREN!!" Whirlwind yelled at the Ice elemental.

"I GOT BORED AND YOUR NOT THE BOSS!!" Blizzard yelled back at Whirlwind before shooting at Iron Man. Tony flew to the side dodging the ice blast, which hit and froze a spot on the wall. Dread Knight looked and smiled as he saw Tito trying to run away. Whiplash tied the boy up with his whip then threw him to Dread Knight who dropped his lance on the ground and drew a dagger from his belt. He put the knife to the Tito's throat and Tony looked to the boy in concern before he was hit by one of Whirlwind's tornados. Grey Gargoyle jumped on Iron man's chest pinning him to the ground. Sven cursed as he looked at the current situation and sighed. His potentially good day had just turned into a bad one.

Next Chapter 5: The Super Soldier Serum

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Sorry about the rushed chapter, Things really start in the story next chapter 


	5. The Super Soldier Serum

Disclaimer: I do not own Marvel

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Marvel Universe: Becoming a hero

Chapter 5: The Super Soldier Serum

Sven could hardly believe what was going on, first he was in the presence of Iron Man but now he was in the presence of Iron Man's Rogue's gallery which included the Maniacal Blizzard, The Gargantuan Grey Gargoyle, The Cold Whirlwind, The Super powerless but skilled Whiplash and Dread Knight and the Beautiful but deadly Hypnotia. The Day had gone from good to getting better; to down right hopeless, Iron Man still lay pinned against the lab wall by Whirlwind and Grey Gargoyle. Dread Knight now held Tito with a knife to his throat; and Hypnotia had drawn Hal and Rhodey into a trance. "SVEN GET TO THE CONSOLE NEAR THE LEDGE!" Tony yelled. Sven obeyed the hero without question and darted off towards the ledge. Whiplash lashed his whip at Sven trying to trip him but the boy merely jumped over narrowly avoiding the weapon, Blizzard fired one of his Ice blasts at Sven who rolled to his left and then to his right avoiding another lash by Whiplashes whip.

"STOP RIGHT THERE KID OR I'LL SLIT YOUR FRIENDS THROAT!!" Dread Knight yelled losing his patience. Sven stopped where he was narrowing his eyes as Dread Knight walked up to the console. "Good boy now if you'd be so kind as to look at Hypnotia for me!"

Sven turned his head to Hypnotia but kept his eyes closed. 'Wait it go Sven, you couldn't get this right either' Sven thought. Sven was just about to open his eyes but Iron-man quickly activated his chest Repulsor ray sending Whirlwind and Grey Gargoyle flying away from him and crashing into the wall. Iron-man flew at Hypnotia activating a sonic device on his wrist; the weapon sent a wave of sound at Hypnotia making her clutch her ears and lose her concentration. The hold that Hypnotia had over Rhodey and Hal faded and the two recovered from the hypnosis, Hal and Rhodey ran at Whiplash who aimed a strike at Hal, the teacher grabbed the tip of the whip and smiled as Rhodey landed a crippling punch to Whiplash's jaw. Tony flew at Blizzard who engulfed the armoured warrior in a volley of diamond spikes. Though the armour protected him the blows pushed Iron-man back. Whirlwind shook his head as he threw the heavy Grey Gargoyle off of him; he looked towards Dread Knight in anger.

"Damn you Dread Knight take a sample and lets go" Whirlwind said as he took flight towards Dread Knight, the European villain threw the dagger and his hostage to Whirlwind and took a rod off of his back, the rod had a canister attached to the end of it. "Careful Dread Knight we still don't know what will happen if you touch it with your bare skin, and the master wont be pleased if we lose a sample". Dread Knight dipped the rod into the vat of liquid and took out a full canister of the super soldier serum.

"Stop right there!" Iron-man said holding the unconscious Blizzard. "That belongs to Stark Enterprises and Mandarin has no idea what it may do to him".

"Maybe that's why he ordered us to test it first!" Whirlwind said motioning to Tito who had already figured their plan out.

"Oh god please don't!" Sven begged. Whirlwind ignored the words of the boy and held the cowering Tito by the back of his belt and collar. Sven ran towards Tito as Whirlwind threw the boy. He dived and pushed the smaller Tito sending him into the wall and landing on the steel floor breaking his arm. Whirlwind snapped and stabbed poor Sven in the back of the shoulder.

"RAAAAARRGGGHH!!!" Sven yelled in agony.

"Stupid boy you should of stayed out of our way, now I guess you'll have to be the sacrifice Mandarin wanted" Whirlwind said kicking Sven in the stomach and sending him flying off the edge of the platform.

"SVEN NOOOO!" Hal yelled running towards the edge of the platform.

Tony glared at Whirlwind from behind his helmet and blasted the villain into the wall and through several offices of Stark Tower before the unconscious elemental landed in the science sector of the building, "well that's something you don't see everyday" a scientist said blinking at the moaning criminal who had landed on his computer.

Hal fell onto his knees in grief when Sven splashed into the water. The teen sunk to the bottom his eyes still open and his blood flowing around the liquid. Sven couldn't feel a thing, not his legs nor his arms not even the pain from the wound on his shoulder, he merely floated inside the tube thinking. 'Is this supposed to be death; it's not so bad at least there's not great…. "PAAAAIIIN!!" Sven yelled inside the water sending bubbles to the top. He struggled to move as the pain ran through his entire body, Sven yelled again and as a brilliant light erupted from his body.

'So this is what the formula does, mandarin will be disappointed' Dread Knight thought as he and the remainder of the villains retreated from the lab. Iron-man dived into the liquid grabbing Sven's limp forming and flying back to the platform. Tony laid Sven on the floor and Hal pressed his ear against his student's chest.

"How's he doing Hal?" Rhodey asked as he ran to them carrying an unconscious Tito.

"His heart beat and breathing rate are normal so he must be unconscious but the remarkable thing is the stab wound on his shoulder is healed, hell there isn't even a scar" Hal explained staring in awe at where Sven had been stabbed.

"Yes…uh-huh…. good keep him in there till Fury arrives" Tony said on his radio. "The reserve security team have Whirlwind in a cell and the Rocket men have been sent to hunt down the escaping villains" Tony explained.

"Hey Tony what are we going to tell Fury when he arrives?" Rhodey asked.

"The simple thing I was getting a bit of publicity and then all of a sudden Mandarin has a giant migraine and decides it's time for another one of his random and pointless threats to take over the world, like always I kick his ass and we all live happily ever after with just a few big booboos" Tony said meaning to be funny. "Hey Jarvis could you get the medical team down here I want the students to have the best of care ok, oh and could you have a drink and suit waiting for me at the armoury please".

"Of course sir, a Vodka orange coming right up, I just hope I don't spill it on your computer" Jarvis said on the other line. Tony sighed as he switched off his Radio and took off his helmet.

"Jarvis still not getting along with that A.I you built?" Rhodey asked.

"I really think the two of them will get along one of these days" Tony said. "I hate to leave you in the dirt like this Hal but rest assured that your students are in the best of physical and psychological care".

"Go Tony, I'm sure everything's going to be fine" Hal said. Tony walked out of the lab and into his living quarters where Faith, John, Shang-Chi and a few others of the class were waiting.

"Mr Stark is everyone all right?" Faith asked.

"Tito's got a broken arm, and Sven…. he's unconscious, suffered a bit of a shock" Tony said bending the truth a little in his favour. "The medical team are on their way so don't worry everything's going to be fine ok" Tony said pulling a thumbs up.

"Thank you!" Faith said relieved.

"Looks like some ones in love" John teased.

"I am not in love with Sven!" Faith said.

"Now that you mention it John she does tend to worry about him more then usual, like calling him when he's late" Shang-Chi explained smirking the whole time he was talking.

"Sven is a friend, besides he's dense, Naïve as any one can get and he only ever talks about the Avengers, or the Fantastic Four or Spider-man" Faith said.

"Yeah I guess it can get old but he's a great guy, dense like you said but a great guy" John said.

Tony walked into his own private lab, the armoury where Jarvis was waiting with the drink and the suit Tony wanted. "How's the new design coming Homer?" Tony asked as he removed the parts of his armour.

"I believe the armour will allow a little bit more freedom of movement, you will have an uplink with the computer here and I believe I have just finished the first design of your new and improved wrist blaster" A rather distinctive voice said as a hologram of a green humanoid man appeared next to Jarvis. "Oh and I also believe that the transportation unit we are building can be attached to your armour, I don't think we can necessarily use it to teleport you but I think that if needed you can have instant access to your other armour modes, alls you have to do is say the name of the armour and it will replace the armour you are wearing".

"My you come up with better ideas everyday Homer!" Jarvis said sarcastically.

"Oh please Jarvis don't start this again, I still haven't gotten over the last head ache you two gave me when you tried arguing" Tony said as he put the brown business suit on.

"Sir if I may ask what do you intend to do about the boy?" Jarvis asked.

"I'd like to check him out, there's no way he wouldn't of become unaffected by the serum not after what it did to the last person who took it" Tony said.

"Sir should I have the science team check him?" Jarvis asked.

"No I don't feel like poking the kid like he's a specimen, besides I want this to be kept secret from people like Ross and Fury!" Tony said adjusting his tie.

"Your drink sir!" Jarvis said putting the tray he carried in front of Tony.

"Come on Jarvis leave Homer to his work" Tony said taking the drink and walking out of the lab.

Meanwhile a black limo parked outside of Stark Tower where many reporters and families had gathered. The man known as Nick Fury stepped out of the vehicle and quickly closed the door behind him. A volley of flashes and questions engulfed the director of shield.

General Fury what is the current situation with the Avengers is it true that they are no longer in Shield employ?

_What has your business in the Xavier Institute for the gifted been?_

_Can you tell us whether the Rocket-men have left Shield employ?_

_Who was in the car with you?_

Nick Fury raised his hand and the questions immediately stopped. Fury spoke and received utter silence "Firstly I am here because there was an attack related to a super human threat and known Chinese terrorist, secondly it is true that some members of the Avengers including Ant-man and the Wasp have left though that is for their own personal reasons, thirdly I will only say that Professor Charles Xavier and I have reached a thorough understanding in the running of his school and team, fourthly the Rocket-men suits where always the property of Stark International, Tony gave the suits to us for free I have no quarrel with him in that department and lastly I could tell you but you wouldn't believe me!"

Nick ignored all of the other questions that where being asked and walked straight into Stark Tower where several shield agents dressed in their black uniforms and silver harnesses where asking some of the workers and civilians questions. "General Fury, Natasha has informed me that there are two students in Stark's medical bay" A bearded man said saluting the general.

"Thanks Colonel Dugan, you and Natasha can carry on with your investigation, I'll see Stark personally" Fury said saluting Dum Dum Dugan back and walking towards the elevator. Fury waited as the lift took him to Tony's living quarters. There was an uneven and awkward silence when Nick stepped into Tony's office.

In the end Tony was the first to speak up "So Nicky tell me are you interested in this kid?" he asked.

"I'm interested in why he falls into an old super soldier serum that killed the last test subject and lives to talk about it" Fury said taking a seat near Tony's desk.

"Well I know that the serum seems to have healed the knife wound that Whirlwind gave him, and my medics say he's going to make a full recovery both physically and mentally" Tony explained taking a sip from his vodka.

"Funny I would of thought most fifteen year old kids would be quite distraught" Fury said.

"On the contrary he considers it a good story to tell one day".

"You talked to him personally?"

"Of course, he and I get along quite well and he happens to be a good fan of the Avengers especially the man of iron".

"I'd like to speak with the boy".

"Out of the question Fury, Sven is not going to be put under your constant surveillance it would destroy him" Tony said slightly raising his voice in anger.

"Calm down Tony, I'm sure you and I can reach and understanding which benefits us all" Nick said.

"This isn't about money Nick, I don't care about that anymore, Sven is a brave kid and he deserves some good treatment after what he's done" Tony explained.

"What did he do?"

"He took a stab for his friend Tito, he's braver than you or me that kid I'll tell you".

"You sound like you admire him" Fury said.

"I admire the boys selflessness and courage at his age imagine what he'll be like when he comes of age" Tony said.

"Yeah just imagine how dangerous he could be if he uses the power he gets for the wrong things"

"That isn't fair Fury we don't even know whether the kid actually gained power from the serum".

"We will if my scientists evaluate him, we'll just call it a check up to see whether he can still physically perform well, and believe me I don't want to do this anymore than you do but the kid could be a danger to himself and others if he isn't contained".

"Fine but I want to take full responsibility of the child"

"Why's that?" Nick asked.

"I just don't trust you organisation" Tony said. "I think there could be a leak like how would people know about Wasp and Giant-man leaving, or Shield holding that Maximoff boy?" Tony asked with suspicion in his voice.

"This incident and the true details should only be kept between me, you, Steve, Dugan, your two old air-force buddies and Natasha" Fury said.

"Agreed" Tony said though he was reluctant at first.

In Stark's medical bay Tito laid fast asleep with Faith, Shang-Chi and a few other students standing by him while in the opposite room John, Hal and Rhodey were trying to get Sven back into bed. "Come on kid get back into bed you need your rest!" Rhodey said.

"No I don't, besides I hate sleeping when I don't need it unless it's to pass the time" Sven said standing on his hands on the bed.

"And if it's in class" John added.

"Have you contacted Sven's parents yet?" Rhodey asked Hal who was still on his phone.

"His mother wont answer the phone, she must be busy with that college job of hers" Hal explained in frustration.

"What about his father?" Rhodey asked.

"I never knew my father" Sven said taking on a sad tone, which he didn't normally use unless his father came into a conversation.

"I'm sorry kid" Rhodey said patting Sven on the shoulder.

"Why, you haven't done anything wrong, you didn't know" Sven said putting a smile back on his face.

"God damn it, how that school has survived all those years I'll never know" Hal said appalled by the way Sven's mothers school was run.

"Hey it's ok, I'm fine there's no need to get my mom involved besides if anything this whole experience has freshened me up" Sven explained.

"Hey Sven do you want someone to pick your sister up?" John asked.

"Who can you get to pick her up your not a US Agent" Sven said.

"Not yet anyway I'm just thinking that if you normally pick your sister up and walk her home then wont she get a little worried if you're late".

The door of Sven's room creaked open revealing Tony and Nick with bitter looks on their faces.

"Ask him what you want to ask and get out of here" Tony snapped.

"Come on kiddies get out" Nick said. Hal, Rhodey and John hesitantly walked out of the room leaving Sven with General Fury. "Mr Raymond, I believe you fell into the super soldier serum earlier" Fury said putting on his cold soldier tone he'd normally use around soldiers and the public. Sven remained relatively unphased by the soldiers intimidating presence and started to balance on his head.

"You know I don't know how the military works but I think it's common decency to ask how are you feeling" Sven said not angrily but in his usual bright tone.

"I think that would be a stupid question considering what you're doing right now" Fury said amused by the boys balance and impatience. "Now lets cut this pleasant chit chat and get onto the important stuff, what did it feel like when you were inside the serum?" Fury asked.

"Well I'm not really sure how I can describe it, I felt numb then there was this excruciating pain and then I suddenly felt great better than ever actually but then Tony got me out and my body returned to normal" Sven explained putting as much detail into it as he could.

"Tony tells me you took a stab from Whirlwind" Fury said.

"Oh yeah there's another thing the serum seemed to have sealed my wound and healed it".

"Well observed, there's another thing that I've been wondering, how would you like Shield protection?" Fury asked Sven who densely blinked at the question.

"Why would I want that?" Sven asked.

"Because Mr Reilly you've been exposed to the super soldier serum and the Mandarin may send someone after you"

"My mum and sister have been through enough ok, I don't want us to be constantly watched and living in fear of something that may or may not happen" Sven said.

"What has your mother and sister been through?" Fury asked out of mere curiosity.

"I don't want to be rude but that's not really your business General Fury".

"I wont pry then but remember that someone needs to protect your family if they are in danger" Fury said.

"Why would they be I don't feel any different than I was before this mess" Sven said.

"Ok if you think you're all right then that's ok" Fury said. "You and your friend should be out by two o'clock ok" Fury said patting the young teen on the shoulder. Fury walked out of the room leaving Sven alone. Sven tapped his finger on the table for a minute before his mobile started ringing. He looked through his bag finding his green coloured flip phone and flipping it open.

"Hey Sven I was just ringing to say that I would be staying around Lily's tonight ok" Sven's seven year old sister Kellie spoke out of the other line.

"Well that saves me a bit of time" Sven said. "Ok have a good time squirt and I hope you enjoy you're meal there".

"Oh I will after you took my waffle, believe me I will" Kellie said then she hanged the phone up. Sven chuckled to himself and closed his phone.

Next Chapter 5: The Awakening

* * *

Next Chapter will feature Sven's first real action scene 


	6. Awakening

Disclaimer: I Do not own Marvel or any related characters apart from the my OC's

**_Text: Nick Fury's point of view/S.H.I.E.L.D database entry_**

* * *

Marvel Universe: Becoming a Hero

Chapter 6: Awakening

The Triskelon S.H.I.E.L.D headquarters. Fury had the science division working more than they usually did.

"So Banner what have you got for me?" Nick asked the expert on both Genetics and Gamma radiation.

"I analysed the blood sample that Black widow managed to get, I compared the boys blood to before he was thrown in to and the blood sample that we got from his check up at the doctors and it seems they are different as you suspected they would be" Bruce explained.

"So tell me has the super soldier serum affected him?" Fury asked wanting a simple answer.

"Well so far the serum seems to have healed that gash he got from Whirlwind but anything else happening I don't know, unless he needs to be exposed to an animal like Peter Parker was"

"Are you saying that Tony basically copied the OZ Formula?" Fury asked raising his eyebrow.

"Not entirely, at the time Stark and Oscorp were rivals so it was Osborne who copied him and took credit for the little touch he made, and as we all know that didn't last long with the error he made"

"You mean creating a Goblin monster, so can we expect something like that?"

"No considering it wasn't me or Osborn that was working on the Serum, Tony may not look much but he's actually smarter than both of us"

"So the kid's not going to go on a rampage"

"Of course not, anyway we're digressing, I did what you asked and if the boy is going to display powers it might be later or never at all I just don't know from what I've got and from my condition you know"

Fury frowned at the scientists comment "Banner you know what could happen if you don't take those medications" Nick said raising his voice a bit.

"I'm sorry sir it's just difficult to work when I feel so weak" Bruce said wiping his eyes.

"Anyway I've got Black Widow watching him, so you get back to doing random things making it seem as if your actually working" Fury said and Bruce huffed at this comment.

* * *

"YAAAHOOOHH!" Sven yelled as he grinded down a stair pipe on his board. For the last day of the weekend Sven would ride around the town with Calvin and Faith on Bike and Roller blades respectively. "Too bad Mariko's grounded" Sven said. 

"What do you expect from what I've heard the whole family is against the very idea of it, apart from a distant cousin of hers whose been disowned" Calvin said rubbing the hair on his Chin.

"Why's that?"

"Mariko told me he was a mutant!" Faith said.

"I don't see the big deal in this mutant issue, we should be helping them not scorning them after all they are still human" Sven said as they stopped at the arcade.

"Oh come on Sven you said we'd go to the mall today not this run down place" Faith said.

"Oh come on the place may be a bit dusty but its not crowded like the Mall always is, plus it's the only place Calvin can go without getting chased by cops or not losing all his money" Sven said grinning at Calvin who stuck his tongue out.

"Well excuse me for not having a perfect mom who earns a ton of cash every month" Calvin said.

"Maybe you should get your dad to teach science then"

"Who'd employ a useless bum like him"

"Don't talk like that at least you've got a dad"

"It aint all it's cracked up to be Sven" Calvin muttered under his breath.

"Are you two digressing just to make me angrier?" Faith asked.

"Of course" Calvin and Sven both said at the same time.

"You two idiots" Faith pouted.

"Anyway what should we play?" Sven asked.

"How about a racing game" Calvin said.

"Your on!"

Faith sighed as the two boys raced to the arcade bikes. Both Calvin and Sven had an intense rivalry in most things from performing tricks on skateboards, arcade fighting and racing games and even the occasional fight. Sometimes it annoyed Faith while other times she just let them be.

"AND SVEN REILLY WINS AGAIN!!" Sven yelled jumping off the bike and dancing in victory.

"Cherish your victory Sven cause next time I'll wipe the floor with you" Calvin said folding his arms across his chest.

"Ok Faith we'll go to the mall now" Sven said rubbing his head and grinning.

"We did promise, plus running away from those pig security guards is good exercise" Calvin said as he unlocked the padlock on his bike and rode off.

"Sven do you ever get that feeling that your being watched?" Faith asked as she adjusted the straps of her blades.

"Actually I've had that feeling all day" Sven said.

"Me too, Sven I want to know when you were in there being held hostage by those super villains, were you scared?"

"To be honest no, I mean come on I was being held by a guy dressed in a ballet suit with a yellow coloured whip, I mean do you have any idea how nineteen sixties that looked"

"Aren't you scared of anything?"

"I'm not sure, besides Jones did once say that running in fear of something isn't exactly living and there are times when you have to face those fears" Sven said with a deepness in his voice that was uncommon for him.

"Whoever reaches the mall first has to buy something for the other" Faith said as she rolled off followed by Sven.

* * *

**Triskelon**

"GENERAL FURY!!" Bruce shouted in excitement.

"This better be good Banner" Fury said as he walked into the science department.

"I've figured out why Sven, sorry I mean Mr Reilly didn't die because of the serum, you see the last person who took it was 30 years, in his perfect physical prime but Mr Reilly was 15 and he had a gash on his shoulder, he needed the serum while the other test subject didn't" Bruce explained rather excited that he had cracked the secret behind the serum and not Tony.

"So all the soldiers needed to do was cut themselves and they would of become super soldiers, too bad Tony destroyed what's left of the formula" Fury said though Bruce didn't need to be a genius to tell that Fury had one of his agents recover a sample.

"His age must have had something to do with it too, but that's just a theory of mine" Bruce added.

* * *

**The Mall**

Sven and Faith were both sitting in a Café while Calvin was "exercising" with the mall guards.

"I swear Calvin's never going to get a job with the Juvy record he has" Faith said taking a sip of her coffee.

"Yeah but you've got to admit it is fun to watch" Sven said drinking his milkshake with a straw as he watched Calvin dash past.

"He could have joined the track team" Faith said with a bit of regret in her voice.

"You know you could try talking to him instead of about him Faith" Sven said taking his mouth of the straw for a second.

"I know, geesh I'm starting to sound like the plastics at school" Faith said slapping her forehead.

"And you don't want to be like those Witches, your way better then that"

"Oh how sweet!" Faith smiled at Sven who flashed a foxy smile.

"LOVEY DOVEY!!" Calvin yelled as he rushed past them followed by two very tired overweight security guards.

"How that guy does it I don't know" Faith said shaking her head.

"He just lives for trouble old Calvin" Sven said.

**Elsewhere**

"Black Widow here!"

"Has he moved yet?"

"No he's still at the Café"

"Update as soon as possible"

"Yes Black Widow out"

The Black widow AKA Natasha Romanov sat at a table in a restaurant watching Sven and Faith. As part of S.H.I.E.L.D's Black ops department she was responsible for numerous secret operations such as her spy work now. 'Hard to believe a kid like this could be a potential threat or a potential asset I just hope it's the latter' The Widow thought.

* * *

The day of rest had finished and Sven was on his way back home skateboarding through the streets. 'Back to school tomorrow and no doubt I'll be the talk of the class, I just hope that those plastic girls don't try flirting with me like they did when Calvin stole for the first time' Sven thought as he passed an alleyway. Suddenly a realisation came to Sven, he was the only one on the streets and that was something he didn't like the look of. 'Ok silence could be good, what the hell am I talking about this is just plane weird'. 

Suddenly Sven clutched his chest as a sharp pain ran through it. "Woah what is this?" Sven asked himself as he leant against the wall. "Oh god, it feels as if something's ripping my heart apart, then putting it back together and doing it again". 'Why is this happening to me?'

"Are you Ok?" A random passer-by asked and Sven sheepishly nodded his head smiling as he continued walking while trying to ignore the agony.

"Are you sure you don't need help?" Another passer by asked.

"I'm sure but thank you for offering" Sven said politely as he walked into an alleyway to cool off as sweat ran down the side of his face.

"Oh poor thing!" Sven turned his head and saw the two passers that had offered him help along with another rather civil looking person.

"I'm surprised Hydra wants this guy, he chose the stupidest place to recover" The kinder woman's voice took on a more menacing tone.

"Okaaaay!" Sven said blinking at the two men and the woman.

One of the men laughed hysterically as he pressed a button on his wrist and one second he was an every day citizen with a face you'd see anywhere, then that image disappeared replaced by a man in a trench coat wearing a red and black costume with a red mask with black circles around his white eye lenses. Sven looked at the equipment that the man had on him, a pistol with a few grenades clipped onto his belt and a combat knife strapped to his heel. The blonde haired woman pressed a button on her watch and all of a sudden she turned into a red haired woman wearing a red shirt with metal shoulder guards, fishnet stockings and white paint on half of her face.

"Allow us to introduce ourselves" The remaining man said taking a mock bow as his image inducer deactivated revealing a man dressed in purple and blue armour with a sword strapped to his belt. "Swordsman!"

"Typhoid Mary!"

"Deadpool and this sounds really gay Jacques"

"Yeah you got to admit the posing and the saying your name thing does look a bit sixties and the bright purple too" Sven said.

"You know this kid is smarter than that leather clad hottie made him out to be" Deadpool said.

"Ok so what's the deal here, do you have the wrong target cause I'm just the friendly neighbourhood skater here"

"Yeah I'm wondering did we get the wrong kid here again Swordsman?"

"Ignore him Swordsman, Deadpool's just being Deadpool" Mary said as she walked towards Sven.

Sven walked back a bit before the woman trailed her finger on his forehead and lips. "Nothing too impressive, he might be considered handsome one day but right now he's just too young" Mary said slapping Sven across the face and sending him to the floor.

"Not that would stop you!" Deadpool muttered before the red head drew a sword from her back and cut the man across the chest. "Oh thank you very much Bitch" Deadpool cursed and much to Sven's surprise the man's near fatal wound healed.

'Ok Sven what have you gotten yourself into, wait a minute the super soldier serum, that's it they must be some secret organisation who want me to join them, but wait a minute if they got paedophile ladies, crazy guys in red pyjamas and a European who thinks it's a circus day performance and with a name like Hydra it cant be a good organisation like S.H.I.E.L.D!' Sven thought of the situation. He was trapped with no way out except for going straight through. Sven got off the floor panting and felt that sudden pain in his stomach again. He looked up at a rusty and ruined billboard that was an advertisement of the original Avengers Iron-man, Captain America, the Wasp and Giant man. "The Avengers will assemble for America" Sven read and this caught the mercenaries attention. "No it should be for the entire world!" Sven said as the pain stopped and all of a sudden silver lines started to appear on his body.

"What the…" But the Merc with the mouth was unable to finish his sentence as Sven's entire body lit up with a white light. When the light disappeared the mercs gasped as instead of revealing the teenage boy that they had been sent to capture the light revealed Sven though he was different. His clothes were gone replaced with a strange dark grey suit with white lines running across his body all gathering at his chest, a few menacing strands of white hair stuck out of the back of the boys head and a pair of glowing black eyes glared at the Mercenaries.

"It looks like we'll need bigger guns" Deadpool said though he was insane he wasn't stupid enough to fight the boy who looked as if the super soldier serum made him stronger than expected.

"Cooool!" Sven's voice seemed to echo as if he was speaking on a microphone.

"The tranquillisers Deadpool" Swordsman said and Deadpool drew his pistol firing darts at the teen. The five projectiles impacted bringing down the boy with the force of a bear.

"Guess the boy wasn't as bad ass as he looked" Typhoid said smirking but her amusement of the situation quickly turned into surprise as the lines across Sven's body started glowing silver then red and the boy got off the floor looking at the marks on his hand in surprise.

'What's going on, it feels as if the drugs in those darts is being purged from my body or something like that, do I have a healing Factor or wait did I get it from that Deadpool guy?' Sven thought to himself as he dropped into a fighting stance.

"Okay it's Kungfu fighting time!" Deadpool said insanely as he drew his combat knife and flipped at Sven who pulled his fist back as the lines on his body glowed Silver again. The boy thrust his fist forward smashing it straight into the middle of the Mercenaries face and sending him flying past his partners and into a brick wall leaving a Deadpool shaped hole in the wall. "Oooh look at the little birdie's" Deadpool said causing Swordsman and Typhoid Mary to sigh as they drew their swords and ran at Sven.

'Man after that punch I'm feeling a bit tired already, maybe I should hold back to save energy and to avoid killing people' Sven said knowing full well that if it wasn't for Deadpool's healing factor he could have seriously injured him, or killed him.

Swordsman swung his sword at Sven who ducked under the blade, which cut a line on the alley's wall. "Crap!" Sven said as Typhoid Mary ran at him in rage slicing at him but the young super human narrowly avoided every strike.

"You know you look like the person who has a lot of anger to vent, maybe you should take up therapy because I hear stress balls can work miracles" Sven said smiling underneath the second layer of skin he had gained as he ducked and jumped over the woman's blows. He then rolled and leant against the alleyway wall as the two sword wielding super villains clashed their blades together having attempted to hit Sven from two sides.

"This boy pisses me off!" Typhoid said in anger.

"Keep calm Typhoid" Swordsman said. 'Jeez psycho ladies are hard to work with' the Swordsman thought as he and Typhoid Mary both thrust their swords forward at Sven who jumped up and landed on the tip of the blades then jumped off of them. Sven marvelled as he jumped even further then he had before landing on one of the buildings leaving a crack on the spot he landed on.

"This is so COOOOL!!" Sven yelled in happiness as he jumped onto another taller building. He heard the sound of police sirens and immediately ran in the direction of the sounds. 'This is like a dream come true, I can make a difference like all the other heroes and the best part is I can do anything' Sven thought as he stopped when he heard an alarm ring in the distance.

* * *

"WOOOHOO!!" Peter Parker AKA Spider-man yelled as he swung through the streets of New York. No matter how many times he did this over the year he had been spider-man he never got tired of a good swing in New York. He let go off his web and jumped off of an apartment building wall then landed perfectly on a glass building saluting a few of the office workers as he shot out a web and resumed his swing. 'Ok so today's to do list, swing around catching bad guys then take some pictures to JJ and meet Gwen at the park' Spidey thought to himself leaning against a wall he had been crawling up. All of a sudden Spider-man felt a tingle in his head, his spider-sense picked up the sound of a burglar alarm. "Time to go to work" Peter said as he swung off of the wall and towards the diamond store. 

"Easy pickings!" The leader of the jewel thieves said as they put the numerous jewellery, rings, chains and such into their bag sometimes occasionally dropping some of their findings. "Ok boys lets get back to the meeting point"

Once the thugs got outside they all cursed at the sound of a familiar voice.

"You know the stealing from a jewellery store can get real old real fast, why don't you just go to a cheap jewellery store the gold may not be real but it's easier" Spidey said standing on a lamp post that was in front of the store.

"Not you again!" One of the men moaned.

"Shut up Donny he aint so tough" The leader said as he took a shotgun out of the bag he kept the jewel's in. He fired the shells at Spidey who easily dodged the bullets jumping up and landing behind the six burglars.

"You must be new at this whole thing" Spider-man said as he kicked one of the thieves in the stomach then jabbed another one.

"Damn he broke my nose" the man cried.

"Well you do walk into it" Peter said as he stepped to one side dodging a knife swipe from the apparent muscle of the gang. Spider-man swung his fist at the man punching him across the face sending him crashing to the floor unconscious.

"DIE FREAK!" The Shotgun wielder yelled as he shot at Spider-man who jumped onto the window of the store and shot two webs at the hydrant and the street lamp. He pulled back on the lines and used the two webs like a slingshot to launch himself at the gunman crashing his head into the mans stomach then tying him up with his webbing.

"Now wouldn't it have been better for you to scream eight legged freak instead?" The spider themed hero asked the tied up thief who merely groaned in pain.

Peter's spider sense started to blare as the muscled man got off the floor drawing a gun out of his pocket. Spider-man was just about ready to spin around to kick the man until suddenly.

"HEAD'S UP!!" A voice cried. Both Spider-man and the muscled thief were shocked as a grey suited teenager landed on the mans shoulders like a boy getting a piggyback. Spider-man examined the new comers form, a strange grey suit that look remarkable like skin covered his body with a network of glowing blue lines set on it.

"Who the hell are you?" The thug asked.

"Haven't thought of a name yet" Sven said as he back flipped throwing the man into a bin leaving him unconscious. "Cool I never thought I'd meet you on my first adventure, I'm a big fan Spidey"

"You are?" Peter asked rather surprised since the only people he knew who were "fans" of him were his school mates Kong and Mattie Franklin and of course the Daily Bugles Editor in Chief Robertson.

"Yeah I think what that Hitler Look-alike Jameson says is a loud of bull, in fact I spit at the Daily Bugle papers every time I see them" Sven said and it was indeed true, it was a habit that annoyed most people he met even his friends.

"Maybe we should talk someplace else!" Spider-man said jumping onto a wall and climbing up it followed by Sven who much to the hero's shock was doing the same thing.

Sven sat on the floor on a very high rooftop with Spider-man pacing up and down. The glow on Sven's second skin was gone and had returned to its normal white colour.

"You fell in a super soldier serum after an encounter with Iron-mans rogue's gallery?"

"Yep!"

"You then encounter three mercenaries saying their working for an organisation called Hydra?"

"Yep!"

"This suit covers your body and you find yourself able to temporarily mimic a super humans powers such as this Deadpool guys healing factor and my Spider abilities?"

"Well I'm not entirely sure of it myself, but I think I need to be in the presence of a superhuman to mimic their powers" Sven said.

"Well I know how you got your powers, what's your name?" Spider-man asked.

"I'll only tell you if you tell me your name, we're high enough for no one to see us" Sven said and though at first Peter was hesitant he felt that this boy could be trusted so he removed his mask.

"My names Peter Parker and I've been Spider-man since I was Fifteen" Peter said smiling and straightening up his brown hair.

"Wow, so you must be 16 now I never thought a hero could be so young, well my name's Sven Reilly and I'm 15 myself" Sven said.

"Why not remove your mask?" Peter asked.

"I've tried but the costumes basically a second layer of skin" Sven said.

"So how do you intend to deactivate it?" Peter slipped his mask back on and shot a web at a building. "You want to swing with me to clear your head, if there's a chance you've gained powers then Fury wont be too far behind, try enjoying your freedom while it lasts"

"What do you mean by Freedom!" Sven asked his eyes going wide in surprise and curiosity.

"When Fury found out about me he said that once I turn eighteen I'm property of S.H.I.E.L.D so I'll have to work for them" Peter said.

"Well I cant say I approve but just think what General Fury could feel making decisions like that" Sven said though Peter was less convinced as he swung off. Sven looked as his hands as the marks on his second skin glowed Blue again. He shot a web out of his wrist much like Peter did and swung after his senior.

"YAAAHOOOHH!!" Sven yelled amazed as he could actually feel the air on his skin as he swung and jumped around like Spider-man was.

"It seems that we've got quite a crowd gathering" Spider-man said as he stopped on a wall and looked at the civilians on the ground pointing at him and Sven. 'No doubt Sven's going to be the talk of the city like I was at one point, I could imagine Jonah now "where's Parker I need photos Damn it"'

"Hey Spidey, do you feel that?" Sven asked since he was mimicking Spider-man's powers he could sense a coming danger.

"Yeah I feel that" Peter said as he and Sven jumped onto the streets below.

The two heroes narrowed their eyes as they heard a loud boom like an earthquake. "Something big is coming" Spider-man said.

* * *

**Triskelon**

While all of this was happening General Fury had received a call from his top agent the Black Widow.

"**He received powers General Fury, he's now met up with Spider-man and seems to have mimicked his abilities" **Black Widow explained.

"A random affect and he happens to get the most powerful, damn this kid might be difficult" Nick said rubbing his eyebrows. "Don't engage Black Widow I repeat do not engage, I'll send Steve with a few agents in helicraft"

"**Yes sir!"**

Nick hung the phone up and sighed 'It took long enough' Fury thought, he had been eager to see what kind of powers Sven would manifest. He was about to start smoking one of his cigars before his phone began to ring. "Fury here!"

**"General Fury we have a report of a break in at the bank, they've been confirmed as Super humans Atlas, Electro, Speed Demon, Nighthawk and The Black Cat sir!"**

"Download the coordinates onto my map!" Fury ordered the soldier and a mark lit up on the map on Nick's desk. 'Isn't that quite close to where Reilly and Parker where seen last?' Nick wondered as he lit his cigar.

* * *

**Downtown New York**

"Ah Crap!" Sven said as the Gigantic 67 foot tall super-Villain known as Atlas walked towards him and Spider-man. "I hate being small!" Sven cursed as the villain looked down at them with a grin on his face.

Suddenly a man with gold skin and dressed in a Black suit with a lighting theme on his chest flew behind the two teenagers leaving a trail of sparks behind him. Peter's spider sense then ran at he stepped back narrowly avoiding a punch from the super fast thief Speed Demon. Sven's spider sense then ran as well as a woman probably no older than 19 landed in front of him. The woman wore yellow pads of armour over her black suit and her mask only covered one half of her face.

"Ok, um I've heard of so many super villains so who are you?" Sven said and the villainess gritted her teeth in anger as two bars of energy appeared in her hands.

"Joystick remember it!" She said as she swung the weapons as Sven who only narrowly avoided one strike before one of the energy weapons scratched him across the chest.

'Great a pissed off woman just what I need' Sven said as the lines on his second skin glowed a pink colour. Much to Joystick's surprise Sven created two poles of pink energy like hers and blocked her blows.

'Sven should do ok by himself' Spider-man thought smiling under his mask as Electro took flight. Peter was barely able to dodge the strikes of Speed Demon and Electro at the same time he took to wall crawling and jumping off of the buildings keeping off the floor so that he didn't have to deal with Speed Demon but he then remembered one other fact he didn't consider. Sven was down there on his own.

Suddenly Sven cringed in pain as the Super fast villain began punching him in the sides, then in the face and finally Joystick took her chance to attack and pushed her energy baton into Sven's chest sending him flying onto a taxi. The civilians and bystanders in the area began to panic and run from the area as Atlas punched Sven apparently squashing him.

"That's the shortest career I've ever seen" Joystick said smirking.

"NO!!" Spider-man yelled ignoring his spider sense as he was kicked in the back and sent back down to the ground. 'Sven no' Peter thought punching the floor.

"Oh don't feel too bad Spider!" A voice said and Peter looked up with shock to see a Girl with white hair dressed in a tight black costume with a pair of razor sharp cat like claws and a mask with orange lenses.

"Black Cat!" Spider-man said his shock was evident even with the mask covering his face.

"Hey something's wriggling here!" Atlas said when suddenly blue electric energy travelled up his arm to his head. "GAAAAAAAAGHH!!" Atlas yelled in agony shaking the ground as he fell on the empty cars. Spider-man mentally cheered as Sven got off the car the lines on his skin glowing an electric blue colour.

"What you didn't seriously think I'd die that quickly did you?" Sven asked smiling under the second skin as he thrust his arm sending a wave of electricity at the Black Cat who back flipped away to avoid the attack. Spider-man flipped onto his feet and jumped onto the car that Sven stood on. The two stood back-to-back Sven facing Joystick and Speed Demon and Peter facing the Black Cat and a floating Electro.

"So this Black Cat girl is she an old friend of yours?" Sven asked.

"Worse!" Peter said not really wanting to reveal anything about him and the Black Cat.

"Oh shit she's your ex-girlfriend isn't she?"

"How did you guess?"

"When you say a girls worse then an old friend it mostly gives it away, please tell me she broke up with you"

"I wish it was her!" Peter said and Sven sighed as his **mimic markings** glowed yellow.

Sven ran as fast as Speed Demon kicking Joystick then engaging in a super fast chase with Speed Demon. They practically ran across the entire city as they chased each other occasionally exchanging blows but with both having the same powers neither of them seemed to take an advantage. Meanwhile Spider-man was desperately dodging blasts from Electro and energy swings from Joystick before Black Cat tackled him.

"I didn't think you'd find a new partner so quickly after our break-up Spider, what's the matter did the sex make you too tired" Black Cat whispered into Peter's ear rubbing her body against his.

"This really isn't the time Felicia!" Spider-man said as he pushed his old girlfriend off of him and launched a web at Electro pulling him towards him clothes lining the villain. Once again Felicia moved too fast for Spider-mans senses to keep up with and kicked him across the neck then threw him over her shoulder slamming him on the floor.

"I'm really sorry Spider but I have a contract to follow and it includes killing anyone in my way" The Black Cat said as she sharpened her claws ready to finish the hero off.

"Cuse me!" Sven said as he grabbed the former thief carrying her at super speeds over his shoulder.

Peter's spider sensed ran and the hero stuck his leg out tripping Speed Demon up sending him to the floor and hitting his jaw on the concrete. "Did you have a nice trip?" Spider-man asked grinning behind his mask as the villain groaned from his broken jaw.

"Always the comedian aren't we web head?" Spider-man turned around and back flipped just in time as Shuriken style projectiles flew at him one grazing his jaw.

"Nighthawk!" Spider-man glared behind his mark as he laid eyes upon the man dressed purely in black with feather like armour on his chest and boots, a pair of red almost owl like eyes were the lenses that protected the super-villains eyes on his mask. "I thought you were reformed with the Defenders Nighthawk"

"The defenders aren't like S.H.I.E.L.D I don't get paid for being a Vigilante".

"True but it's the right thing to do instead of joining an army or hurting people"

"That's a matter of opinion and I don't really give a damn about yours" Nighthawk said as he removed one of his throwing knives from his utility belt and threw it at Spider-man who ducked and rolled to avoid the razor sharp projectiles.

"I don't hit women so I'll just throw you into something that'll hurt you like that Nighthawk guy over there" Sven said as he held onto Black Cats foot spinning her round and round and then letting go sending her flying into Nighthawk. Spider-man looked at Sven who gave him the thumbs up sign.

"BEHIND YOU!!" Peter yelled as Atlas got off the floor and slapped Sven who flew straight through one of the office buildings.

"Gee Heroism hurts!" Sven said as a few of the office workers that hadn't fled the building helped him up. "Thanks people, excuse me while I work my magic" Sven saluted the workers as he jumped down to the streets, his mimic marks began to glow a brown colour as he grew taller just 15 feet smaller than the giant Atlas. "I think I evened up the playing field!" Sven smiled as he delivered a swift uppercut to the gigantic villains jaw sending him tumbling down once again.

"You know what they say, the bigger they are the harder they fall" Spider-man said then looked around in confusion "Hey where did Joystick go, and wait a minute what happened to Cat and Nighthawk?" Peter wondered as he looked around to see the spot where Nighthawk and Black Cat where previously lying empty.

"BOOYAAH!!" Sven yelled as he shrunk back to normal size. "We did it Spidey!"

"Yeah we did but three of them got away, probably with what they stole from the bank" Peter said causing Sven to frown.

"Yeah but as far as we know nobody got hurt, well except for poor Speed Demon, so long as lives are saved then that's all that's important"

"Well said!"

Spider-man and Sven both looked up and gasped as Nick Fury and Captain America looked down on them from their Shield Craft.

"So what are you going to do about covering this up Nick?" Steve asked the General.

"Our agent in the school is going to keep Mrs Reilly occupied with detention, as for his sister she's at a friends house and Betty's people are already coming up with a decent enough story behind Sven, and then there's the Bugle but there shouldn't be much to worry about there" Fury said looking down on the two teenagers. "I think that it's time we had this talk with the boy"

"Great General Fury!" Peter spat.

"I think he wants to talk" Sven said scratching his head.

"Let's get up to the roof we can talk with him there"

A minute later Cap, Fury and Peter and Sven were both standing on the roof. The General had just finished lighting his cigar when he spoke up "I'm sorry if this bursts your bubble kid but I'm afraid your family needs that S.H.I.E.L.D. protection now" Fury's voice was serious and professional a tone he'd only take if he was at work.

"And let me guess when I turn eighteen your going to force me into becoming one of your super human soldiers huh like your going to make Spider-man become?" Sven said with pure venom in his words. Though he had a certain degree of respect for General Fury and realised he was a guy doing his job as best he could he didn't feel it was right. "Just because we have powers doesn't mean we're going to immediately threaten the world, and you've got no right no matter what authority you have General or president to orders us into action, we're human beings with rights, the right to choose what kind of path we'll take and I'm going to choose the right one!" Sven had that deepness in his voice again, not one you'd hear in him very often but when you did it would often leave you surprised and partly inspired by the boy.

"Well said!" A robotic voice said and the four looked up to see Tony in his Iron Man armour flying above them. He hovered and landed in between Spider-man and Sven. "Sven's right just because something's a law doesn't necessarily mean it's the right thing, and I think you'll find that Sven belongs to Stark International!" Tony said and to say that Nick was shock would be an understatement.

It was at that point that Fury's phone began to ring. "Fury here!" Nick said.

"Nick you are never going to believe this, Tony beat us to the Sven case, he's having a press conference now"

"Tony!" Nick said trying to contain his anger as he hung the phone up.

"Betty's good but when it comes to the gaining the public trust I'm afraid I'm better than her" Tony said grinning under his helmet.

"And your good at programming robot duplicates!" Steve added having heard Betty on Nick's phone.

"I know that too, anyway I've claimed guardianship over Project Ultimate here and as such protection of his family also falls to me, but that doesn't mean that S.H.I.E.L.D. cant at least monitor his progress, at my new facility that we've finished building in the city I'll test the full capabilities of his powers" Tony explained.

"Ultimate!" Sven said raising his eyes in surprise.

"Think about it kid, you can temporarily mimic the abilities of other Super-humans, now since Copycat sounds too childish and is already taken that's no good and since Mimic's reserved then we'll have to stick with Ultimate because statistically you could be classed as the Ultimate Super-human"

"Makes sense!" Peter said and gave a light chuckle.

"I suppose I couldn't think of anything better" Sven said scratching the mop of hair at the back of his head. "But then again it isn't about the name or how flashy a costume you have it's about the amount of lives you save".

'He's Naïve but a good kid' Steve thought to himself smiling.

"I choose to go with Iron-man, and I also choose to do what Spidey's been doing, fight the small fry and the real threats, you cant just ignore others who are in need of help too" Sven said.

'God Tony you are a fast worker, no doubt you didn't think twice about the money you'd lose in a court debate about ownership of Ultimate, but right now I'm not in the mood for that cause I've got Peter and Sven's mess to clean up' Nick thought as he dialled a number on his phone. "We need a clean up crew and a containment squad for Atlas, Speed Demon and Electro down here" Nick said, it wasn't only S.H.I.E.L.D.'s job to monitor Super Humans but also to clean up after Vigilantes like Spider-man. "Come on Captain let's get back to the Triskelon" Nick jumped into the S.H.I.E.L.D aircraft followed by Steve who saluted Iron-man and the two teenagers before he jumped in as well.

"Well I don't know about you guys but I've had enough action for one day, it's 6:30 already" Tony said and Peter screamed in shock.

"SIX THIRTY!! I was supposed to meet Gwen at six o clock!" Spider-man said as he jumped off the roof and swung off frantically.

"Something tells me that Spidey rarely has luck on his side" Sven said causing Tony to chuckle for he knew of Peter's dreaded "Parker luck".

"Anyway I think there's enough time for us to get to the Tower and learn how we can get that second skin off of you" Tony said

"All right I think I've worn this thing enough for one day!" The newly dubbed Ultimate said as he jumped onto another rooftop. "What are you waiting for Iron-slowpoke?"

Tony burst into laughter as he activated the thrusters on his armour and flew with Ultimate.

* * *

_**Shield Databank entry update:**_

**_Peter Parker AKA Spider-man. Currently a Student in Midtown High school and freelance photographer at the Daily Bugle._**

**_Raised by his Aunt May and Uncle Ben Parker in Queens, Peter was gifted with a keen and intelligent scientific mind which earned him the scorn of others in midtown high school. During one trip to OsCorp's demonstration of Genetic Manipulation a Spider that had apparently been exposed to the radiation bit him passing on the radiation to him through it's venom. A day later Peter found himself able to perform feats that Spiders could such as crawling up walls and even launching organic webs from his wrists. Later he discovered he was stronger than usual able to lift at least 20 tons with his full strength, he also discovered that his reflexes had grown to a point where he could sense an imminent danger. At first using his newly gained abilities for money he participated in a wrestling competition which he easily won, when he neglected to stop a thief that was running passed him Peter unknowingly let the man who would kill his Uncle Ben escape._**

**_After losing the closest thing he had to a father Peter donned a makeshift Spider themed costume and while in his freetime or even during school hours caught burglars and criminals on the street being dubbed "Spider-man" by the city. Only myself and others know of Peter's alter ego, those who do includes his neighbour and former blind date Mary-Jane Watson, The Black Cat and the Fantastic Four and X-men who he is affiliated with through the Human Torch and Ice-man of each respective group. _**

**_Peter currently dates Gwen Stacy the beautiful daughter of Chief of police George Stacy. As Spider-man Peter has gained a considerable numbers of Enemies most notably Norman Osbourne the Green Goblin who had become insane when he was transformed by his version of the Super Soldier serum, he now serves a life sentence in the Triskelon's prison._**

**_More Recently Peter became cloned by the villain known as the Jackal who modified the clones to create the Scorpion, Tarantula, Spider-woman, the Scarlet Spiders and Kaine. Faced with overwhelming odds even with Spider-woman and the Tarantula on his side Peter became injured to the point of death if not for the rebellion of the Scarlet Spiders Peter would of died fighting the deformed and insane Kaine. All of the clones have disappeared and Jackal revealed to be one of Peters Teacher Professor Miles Warren whose attempt to rape Gwen Stacy had cost him his teaching job and had earned him a place in prison where he had mysteriously vanished the official story of which is that he commited suicide, the real story being that the CIA released him so he could Clone Super Humans. Now recovered Peter resumes his relationship with Gwen Stacy and his career as Spider-man with no worries of the future or whether his clones will ever return._**

**_A part of me respects Peter for his patience in dealing with a city that might never change and of course a paper that ridicules him but one day he will have to work for S.H.I.E.L.D. whether he likes it or not._**

**_Peter's most notable reason behind his heroism is the last words that his Uncle Ben said to him "With Great Power comes great responsibility"_**

Next Chapter 7: Ultimate Power

* * *

Whenever a notable character is introduced to the story I'll put in a summary of that heroes origin in this universe. This version of the Clone Saga is mostly inspired by the Ultimate Marvel Clone Saga except I've included the Scarlet Spider in the form of the Red Team, the three men wearing Spider Stark armour that have appeared in recent pages of the Avengers Initiative. 

Next Chapter Includes action and a full explanation of Sven/Ultimate's powers. Please read and Review with your Opinions on the story so far, Thank You!


	7. Ultimate Power part 1

Disclaimer: i dont own Marvel

_Text: Some one speaking on the TV_

* * *

Marvel Universe: Becoming a Hero

Chapter 7: Ultimate Power part 1

**Stark Tower Iron-Tech test area**

Tony, Jarvis and Rhodey sat in the simulators control room with Ultimate on the other side. Tony made sure that no one would watch them, no workers and no scientists just those he trusted the most would help him test the boundaries of Sven's power.

"So what do we know so far?" Rhodey asked looking at a file that Homer had put together which included witness reports and pathetically done photos that freelancers had taken.

"Well he told me that when he was fighting those mercenaries he displayed super strength enough to punch a man into a wall from a few yards away, and he told me he mimicked Deadpool's healing factor wiping a sedative out of his system, then he mimicked all of Spider-man's abilities, and well there was Speed Demon's super speed, Electro and Joystick's energy generation and Atlas's growth abilities although since he's quite short himself he only grew to half the guys height" Tony explained looking over a very bored Sven who came to the point when he was actually tugging the hair at the back of his second skin to keep himself awake.

"Well I scanned his second skin as you asked sir and the strange thing is so far it hasn't generated any radiation or energy" Jarvis told Tony who put his hand to his chin rather puzzled at the situation. "His vital signs are normal as well, heart rate and his other readings are perfectly healthy".

"Ultimate indeed, capable of creating a Meta-human gene in his body then unleashing it, or that's at least what I think he's capable of doing, what's his body temperature?"

"It remains at Average Body Temperature"

"Give him a taste of the flame throwers!" Tony said pressing a button ignoring the utter shocked faces of Rhodey and Jarvis.

Sven was just about close to falling asleep until suddenly five guns appeared around in and fired a burst of immense flame at him. His mimic marks lit up with the same silver light that they did when Ultimate punched Deadpool.

"HEY WHAT ARE YOU TRYING TO DO KILL ME!!!" Ultimate yelled as smoke emanated from his body.

"Your okay you know!" Tony said into the microphone. "What's his temperature now?" Tony asked Jarvis who looked at the monitor.

"Well I'll tell you no normal human could survive it!"

"I'll just take that as a he can adapt to most heats then" Tony said smiling as he spoke into the speaker system again. "Ok Ultimate we're going to run a few tests, I suspect that your Second Skin reacts to your thoughts so if you think of deactivating it it'll deactivate"

"Well that sounds good, so maybe if I think about a new form it'll take on a new form" Ultimate said as he closed his eyes and thought.

The Mimic marks on Sven's second skin glowed and gathered onto the young heroes shoulder. Tony, Rhodes and Jarvis marvelled as the Second Skin took shape into Ultimate's new costume or form as he called it. The Mimic marks had reshaped themselves into a silver shoulder guard on Sven's left shoulder, his right shoulder went blue while his abs and wrists turned grey, Ultimate's chest took on a metallic red colour but in a section of his chest was coloured blue in the shape of a diamond, and from the two bottom points of the diamond Ultimate's stomach, Waist and legs took on a black colour while his shin remained grey. The marks on Sven's mask disappeared replaced with a silver V shaped Antenna, the masks colour turned blue except for Sven's chin, mouth and nose which took on a colour matching the red on his body.

"Pretty good style Ultimate, sort of reminds me of one of those Japanese mecha's with the antenna thing, and the diamond shape and the shoulder guard is a good touch too" Tony said examining the form of Ultimate from top to bottom, Tony then noticed another thing about the new costume, the eye lenses looked bigger and more similar to Spider-man's apart from Ultimate's were black. "Careful for the eyes cause Spidey may try suing you, I'm just kidding kid but he does get annoyed about the posters made about him"

"Yeah, I find it weird that they're using his image and he doesn't get a dime" Ultimate said examining his costume and focusing to make the fingers on his gloves a black colour.

"Psychokinetic control of his suit making it take any shape he wishes so long as it matches his height and mass, though the mimic marks have taken shape into a guard and gauntlet, I assume that his left arm will glow when he mimics powers now" Tony said and Rhodey and Jarvis both shook their heads at how fascinated he was by Ultimate. Sure he was an alcoholic and a billionaire playboy (oh and superhero) but he still had his moments where he just looked like a complete nerd.

"Ok lets give his strength a test then shall we" Rhodey said as he pushed a button on the control panel.

At this point Sven had started to whistle the Spider-man tune until he heard a creaking noise. He looked up and his eyes went wide as a massive weight fell towards him. He put his arms up in the air and braced himself as his left arm glowed with a silver light.

**BANG!!**

Ultimate then looked up in surprise for he actually held onto the weight with little effort.

"How much weight is that?" Tony asked.

"Ten Tons sir!" Jarvis said.

"He doesn't look too bad try 30 tons!"

"Yes sir!"

Sven then noticed the object he was lifting started to get heavier but he could still lift it without much difficulty. It was when Tony increased the weight to 40 that Sven started to have difficulty as his legs shook. The weights quickly slid back into the ceiling leaving a panting Sven.

"Maximum Weight he can lift, I'd calculate it as 45 or 50 ton" Tony said. "Ok Sven try thinking about deactivating the skin or the clothes you wore before your powers manifested"

"Ok I'll give it a try!" Sven said and with a single thought his second skin disappeared replaced by the clothes he normally wore. "Wow, I never would of thought that the suit would react to my thoughts, thanks for the tips Tony!"

"No problem Sven I only wanted to help you learn a bit of control over your powers, I was glad to help out, I could I offer you a lift home?"

"No I think the neighbours will get suspicious if I show up home in a limo" Sven said and the adults smiled as his attempt at humour. "I'll make my own way home" Sven said as he focused and the armoured skin covered his body. "I look forward to the day we have a team up Iron-man" Ultimate said saluting Tony who saluted him back.

When Sven got home he was rather surprised that no one was home, not even his mother. The boy took a simple microwavable meal out of the fridge and sat down for a meal alone. 'What can I do to make my costume better, I mean it feels like something's missing' Sven thought as he ate the meal. 'A cape seems too old and I've seen what's happened on the Incredibles, I like the lenses that Spidey uses so that's something I'd incorporate, I'll keep the grey hair at the back of the head cause I found it rather cool' Sven put the plate he used in the dish washer. 

'All right this time I'll think of a design I'll stick with, second skin cover me up' with that one thought the original form of Ultimate's second skin covered his body. Sven imagined a costume in his head and the suit he wore took on a black colour, his eyes expanded to the same size of Spider-man's mask lenses but instead they took on a grey colour, hair grew out of the back of his head while a blue helmet type mask covered his head, two blue gauntlets with Mimic marks attached covered his wrists but left his black gloved hands exposed, the left gauntlet was bigger than the right covering Sven's elbow. The markings that were once on Ultimate's chest gathered into a blue diamond shape, Sven's feet and Shins were also covered by a pair of Blue boots which also had mimic markings on them like the gauntlets did. All of the other markings on Ultimate's body gathered into blue shoulder and hip guards. 'Cool the blue parts seem even more like armour then I imagined and that's a tribute to Iron Man the guy who basically gave me my powers and the eye lenses are a tribute to an as good a hero as Iron man and Cap' Ultimate thought as he looked at himself in the mirror.

The Next day in New York 

_"The NYPD were faced with a hostage situation this afternoon at a building ran by the Hardy foundation. According to reports the men were equipped with cybernetic implants giving them strength far superior to even the top athletes in the Police department"_

"SHOOT THAT FREAK!!" The Cyborg gang leader yelled as he and numerous thugs shot into the Shadows of the Hardy foundation science lab.

"HEY WATCH WHERE YOU SHOOT OR YOU'LL BLOW SOMETHING UP!!" Ultimate yelled from his hiding place behind a table that was offering little cover against those Cyborg's that were equipped with wrist lasers. 'Ok here it goes!' Sven thought as he took a deep breathe and ran at the Cyborg's his Second Skin acting like a bullet proof vest insulating him from the impact of the bullets, he slid across the ground tackling one of the Thugs that hadn't been "upgraded". Ultimate then jumped back onto his feet and smashed his fist into one of the Cyborg thug's cheeks knocking him out of the fight and also breaking his jaw or what was left of it with his half machine face.

The young hero then turned his attention to the last Cyborg that had discovered him one who was stupid enough to have replaced his own arms and legs with robotic arms to apparently improve his performance. Sven smiled under the second skin as he ran towards the thug tearing off his arms.

"Ha Victory is mine!" Ultimate said in a mock impersonation of Monty Python. He then hit the man on both sides of the head with his own arms knocking him out. 'Right it's a good thing those guys were stupid enough not to alarm the higher ups, then again they must all be stupid to do this to themselves' Ultimate thought as he looked at the robotic arms he held with disgust before throwing them on the floor.

In the Hardy building lobby where the hostages were held at gunpoint by four Gang members wearing balaclavas and holding automatic weapons along with five other criminals with cybernetic enhancements three of which were obvious with the robotic parts either on their arms, legs or even on the left half of ones face.

"What happened to Ed and the other guys we sent to watch the lab entrance" the leader of the group asked, he wore a brown trench coat and a pair of black framed sunglasses.

"Should we send someone to check it out?"

"Don't bother, even Swat doesn't stand a chance with our equipment"

Meanwhile up on the roof Ultimate had abandoned his plan on sneaking in through a window and exchanged it…for crashing through a window.

"YAAAHOOOHH!!!" Sven yelled as he crashed through the Lobbies skylight and landed behind one of the thugs, he grabbed him by the collar and threw him into another one of the regular thugs that was positioned behind a line of hostages. The Mimic marks glowed a silver colour as one of the Cyborg's attempted to punch Ultimate but the young hero grabbed his fist crushing the cybernetic limb before he threw him into the two thugs that he had knocked down earlier, he then ran towards them quickly grabbing their rifles and bending them into a boomerang shape. He then threw them into two of the Cyborg thugs that were just about to shoot two of the hostages until the makeshift throwing weapons bashed into their stomachs sending them flying into the lobbies walls. Sven turned his eyes to the last Cyborg thug, he slid across the floor dealing a brutal kick to the mans jaw and throwing him into the main desk.

"Ok listen up guys you should know that if I don't pull my punches I'm capable of breaking a mans neck, so the only guys who really did stand a chance against me are gone, so I assure you that if you even touch those triggers then it'll be more then your neck I break" Ultimate threatened crashing his fist through the wall to prove his point. The mercenaries looked at each other and dropped their rifles putting their hands over their heads, Sven looked at the leader of the group who remained still and casual. "Good bad guys now please get the hostages out the back door and turn yourselves in and never do crap like this again, or you know how it's going to turn out just be fortunate that its me and not someone like Captain America" Ultimate commanded and the thugs helped the less than grateful hostages up to their feet guiding them out of the door.

"Impressive use of force and strength I see your starting to sound like the Ultimate Hero you claim to be" The leader spoke taking off his sunglasses and throwing them on the floor revealing a pair of red eyes.

"So was this some kind of test?" Ultimate asked but still holding his ground against the seemingly normal mastermind behind the hostage scheme.

"More for my employer than for me" The Leader said as he removed his coat revealing a Cybernetic implant on his shoulder and lung. Ultimate's eyes grew wider as the mans right arm folded to reveal a Mini-gun.

"Oh crap!" Sven muttered as the Cyborg began laughing maniacally as he fired the gun. The mini-guns barrel spun around unleashing a volley of bullets at the young hero who ran around the room diving behind one of the Lobbies purely decorative support beams. 'Just great, I've walked into a trap, I'm not risking those bullets piercing through the second skin but wait a minute it's supposed to be Psychokinetic so if I think about it then I can create something to Shield myself' Sven thought as the gauntlet on his left arm took shape into a round Shield similar to Captain America's.

Ultimate rolled out of his hiding place and ran at the Cyborg leader blocking the bullets with his Shield. "Try this one!" The leader muttered as his Right arm folded into what appeared to be a hammer. He swung the hammer round and bashed it against the boys Shield sending him skidding across the floor until he recovered and ran at him again.

"How about you try this!" Ultimate said as his gauntlet took the shape of a blade, the young hero then once again performed his sliding manoeuvre but this time much to the villains shock jumped off the floor and sliced the Mini-gun barrel off of the mans prosthetic.

"LITTLE BRAT!!" The man yelled in anger as he attempted to crush the kneeling hero. But much to the mans shock again Ultimate caught the hammer in mid swing pushing the mans fist back with the palm of his right hand.

"Now Borg how about you use your money for something else other than serving some other villain" Ultimate said frowning as he pulled his now normal left hand back and punched the man smack bang in the middle of the forehead knocking him unconscious. "Besides I don't think you make a good villain anyway!" Ultimate jumped through the ceiling window he had crashed through earlier walked to the edge of the rooftop to watch the Hostages either reuniting with family members or being interviewed by police and news reporters. The young teen smiled under his mask/helmet as he jumped from rooftop to rooftop pleased with his nights work.

_According to witness reports a costumed crime fighter apparently employed by Stark International named Ultimate crashed through the window and saved their lives. Anastasia Hardy the Chairwoman of the Hardy Foundation had this to say about the hostage situation._

"_Not only did he endanger hostages with his reckless behaviour but he also broke Hardy Foundation equipment, he practically destroyed the lab and now I have to have the Lobby refurbished, glass cleaned off the floor and cracks in the wall filled, if Tony Stark wasn't an avid supporter of the Foundation I would sue him for the damage his agent caused"_

_While Mr Anthony Stark himself said this:_

"_Ultimate isn't really under my employ he's just a guy who wants to use power for the right things and that includes helping the little guys, and please Jessica call me Tony!"_

_Police officers and the hostage victims had mixed feelings towards the newest masked defender:_

"_I work hard for a living and then this guy comes around in tights and acts like he's some kind of hero, he stinks and I don't like him!"_

"_He certainly was reckless but he did save the day in a way, and not to mention he was pretty cute" _

"_He's definitely too young to be prancing around like some wannabe crime fighter, leave it to the police menace"_

"_Well what can I say he got good results and none of the hostages were hurt and some of those thugs were even swearing to us that they would go to church like good citizens, I like to uphold the law but what Ultimate is doing beats doing nothing while dirt bags run across the street doing as they please and we need a super powered hero who can stand up to the other super powered maniacs like Doctor Octopus or Hydro-man" _

_Many of the public have mixed opinions on this supposed Ultimate hero but it is known that he does some good._

"_Many other papers have been saying that this Ultimate Hero is indeed the Ultimate hero but we at the Daily Bugle believe that despite whether he gets good results and saves lives the law is the law and if you break it your nothing more than a criminal"_

**PATOI!!**

"SVEN DON'T BE SO DISGUSTING!!" Kellie yelled as she wiped Sven's spit off of the TV screen.

"Sven I don't like the Daily Bugle myself but that's no excuse to spit on the screen, and you'll never find a girlfriend if you don't cut these habits" Sven's mother lectured.

"Mom do we have to start this again?" Sven asked sighing as he leant back on the sofa.

"Move your legs Sven!" Kellie commanded and Sven reluctantly moved his feet for his little sister so she could sit next to him.

"Aren't you interested in girls Sven?" Their mother asked with concern in her voice.

"What are you getting at mom, I'm not interested in boys if that's what you mean"

"Good I was hoping Mariko wasn't rubbing off on you" Kellie said sniggering.

"Have you heard anything from Mariko recently?" Sven's mother asked.

"No cause those stuck up parents of hers have kept her in her room, why cant they just let her be who she is?" Sven Wondered.

"Well they are very proud people Sven and Mariko cant give them a granddaughter if she marries her gym teacher, still I agree with your friend Shang-Chi this is just a phase she's going through"

* * *

Elsewhere in a Golden Palace somewhere in a place called the valley of the Spirits. The villains that had attacked Stark tower minus the captured Whirlwind all stood on a giant chess board, the room they stood in was red painted and had numerous golden dragon statues and symbols on the walls. While Hypnotia and Dread knight were calm the rest of the villains seemed almost nervous as a door in front of them slid open revealing the Mandarin a man with long black hair and green skin who wore diamond rings of numerous colours on each of his fingers and a green robe with dragon and diamond decorations on it. He walked down a flight of steps to the front of the giant board.

"I have tested the serum you stole on one of my guards, he has died!" The Mandarin said with authority. "But fortunately for you Modok has hypothesized that the reason for his death was because at 32 he was too old to adapt to the serum so that is why I want you to gather teenagers, enough to create an army to be put under my command, Hypnotia you will be crucial to this task, take them on the streets, take them from their homes or their schools if necessary I want an army that will destroy Iron Man and anyone who will stand in the way of my world conquest, bring them to me either offer them a reward or just force them to come, while Hypnotia recruits the rest of you will prepare the fortress while I awaken the dragons" Mandarin's words were like law to the villains as they all disappeared in flashes of light to perform their respective tasks. The Mandarin looked at his rings as he walked towards an elevator, one of the diamonds on his rings glittered and the elevator suddenly dropped to an underground level of the palace, he walked along a stone platform overlooking four metallic dragons that looked like a mixture of the Asian and European cultured dragons. They were the Mandarin's greatest creations and the most powerful weapon he possessed. "Soon this world will kneel before me!"

**Queens the Parker residence**

Peter Parker sighed as he walked back into the house, he had had another boring and predictable day at school, listening to one of Doctor Connors lectures, getting bullied by Flash Thompson and Kong, the only good part of today was that he got to hang out with Sven or Ultimate as he was going by now in the city. With his mimicking powers and similar humour he found someone he could connect with, he even introduced Sven to some of his friends at school. Sven got along with all of them even Mattie Franklin who was related to Jonah Jameson the editor of the Daily Bugle, the two had even exchanged insults to use on her uncle. The Ultimate Hero had even made Harry laugh who had been depressed lately ever since his father's identity, as the Green Goblin was made public by S.H.I.E.L.D. He said hello to his Aunt May a woman in her mid sixties who had raised him since his parents died.

"How was school Peter" May asked in her usual calm and kind tone.

"Boring as usual" said Peter before he walked up to his room throwing his bag on his bed and turning on the TV. It showed yet another reported sighting of Ultimate though this time it was an entire documentary dedicated to the appearances that Ultimate had made, Peter sighed for he knew it was only a matter of time before they made a movie like they did with him. The feature showed photos (poorly taken), videos of Ultimate saving lives or beating up Super villains and interviews with Tony Stark and Nick Fury.

_"We understand that there was an issue on who Ultimate would work with General Fury"_

"_There was a rather short issue, when Ultimate first appeared Stark claimed technical ownership of him because he was created through a project made by Stark international"_

"_I believe that S.H.I.E.L.D is responsible for monitoring Super human threats"_

"_On a personal note as a person who happens to be a good judge of character not the duty bound General of S.H.I.E.L.D Ultimate is a good person, he has his own morals on what's right in the world and he isn't easily swayed or brought down by words that might I add your paper Miss Farrell says about him. As a person I'd say that Ultimate's never going to just one minute change his mind about the ethics of life and take on the government, but as a soldier and a man responsible for national security the military will be ready to shoot him down if he ever does do the unthinkable"_

Peter sighed for he knew that outside of work Fury was a good man, but he was tied down by duties as General of S.H.I.E.L.D.

_"Mr Stark tell us what Ultimate is like behind the mask, his hobbies and answer the many questions of his loyal female fans is he single?"_

"_Well Leeds I'd say he's a very good guy, I'll only say one thing about him which is something he told me to say if you ever asked a question about him and his loved ones, "yes cause I'm really going to put a giant sign on my head shouting out my real name and inviting every person I've ever punched to hurt my loved ones, yeah that's real smart isn't it" and I can tell you the last thing he told me to tell you shouldn't be on national television"_

At that moment Peter chuckled to himself knowing that Sven could be a potty mouth when he needed to be, he still couldn't get over the time he told Vulture to act his age. And much to Peter's surprise they showed a clip of that battle.

Both Spider-man and Ultimate were facing off against a group of six super villains, the Shocker with his wrist lasers and quilted suit, the Vulture a man who had to be reaching his seventies, Electro, Hydro man who fought with Ultimate in his gigantic liquid form, the Black Cat and Mysterio.

"Mysterio I see you've still got a fish bowl for a head" Spider-man said cockily as Mysterio appeared with his white smoke affect. The former special affects coordinator wore his green armour built with various gadgets used to create illusions. Ultimate was mimicking Electro's abilities shooting at Black Cat and Vulture who performed various manoeuvres to avoid his attacks. When Hydro man transformed into his water form Sven immediately switched Electro's powers off and as his mimic marks glowed a sea blue colour he turned into water and smashed into both Black Cat and Shocker. Shocker immediately took his wrist blasters off and threw them into the air where they exploded from being overloaded. Ultimate turned back into flesh form and ran at the Shocker his mimic markings glowing a silver colour as he dealt a swift punch to the mans head knocking him out of the fight, the Black Cat swiped her claws at Ultimate who was barely able to dodge each of her blows. Sven concentrate hard as his left gauntlet took shape into a short wrist blade. He blocked one claw swipe then jumped in midair and dealt a kick to the Black Cat's shoulder before he grabbed her choker and threw her into Electro. Spider-man meanwhile was punching at numerous holograms of Mysterio trying to find the real one; he closed his eyes and waited trusting his spider sense and Beck to make some kind of mistake. Suddenly Hydro man swung his huge fist back and tried to crush Peter who quickly rolled out of the way, his spider sense rang as Mysterio appeared behind him, the eye like bucklers of his shoulders suddenly shot two thin pink beams that slammed into Spider-man stunning the hero before Vulture grabbed him flying in midair before he slammed Peter into a car. Electro became angered when he threw the unconscious form of the Black Cat off of him. The villain growled as he hit Ultimate with a near full power electric blast, luckily the second skin protected the rookie hero from any serious damage but he still fell onto his knees smoking.

"Ultimate I'm on my way!" Spider-man said as he jumped off the car and onto the Vulture, he then jumped off of him forcing him to land on the ground. Peter landed behind Electro and punched the villain as he turned around to blast him. He then shot two webs at Electros feet and threw him over his shoulder and into Hydro-man who was currently out of his liquid form since he only had the water left in his suit to control.

"SPIDEY WATCH OUT!!" Ultimate yelled but it was too late the Black Cat swung into Peter tackling him. The two rolled on the floor before Spider-man smashed his former girlfriends arms against the ground, Felicia clearly enjoyed having Peter on top of her even licking her lips seductively.

"This looks familiar doesn't it Spider?" Black Cat asked as she moved her face closer to Spider-man's.

"I…uh…. yeah it…" Peter stuttered nervously until the thought of his current girlfriend Gwen came into his mind.

"HEY SPIDEY QUIT GOGGLING AND TAKE HER DOWN!!" Ultimate yelled before he was pushed into a brick wall by Hydro man's water fist. Sven smiled beneath his second skin as he mimicked Hydro mans powers again turning himself into water and swimming along the liquidized fist then turning back into his regular form and punching the villain in the chest. Peter got off of the Black Cat then turned his attention to Electro who was stirring awake, he leapt at Electro landing on his back and smashing his head on the concrete knocking him out. Ultimate dealt one more punch to Hydro man who fell to the floor unconscious and bruised. The rookie gritted his teeth as he watched Black Cat swing away followed by a pursuing Spider-man. He suddenly felt a grip on his heel.

"Cursed hero always getting in our way" Vulture said.

"Aw shut up and act your age grandpa!" Sven said before he kicked the villain knocking him unconscious. "Seriously you've got to find another hobby, how about fishing I hear the peace is great".

Peter also regretted that day a bit, while they had managed to arrest those villains and put them back in the Triskelon he failed to catch up with the Black Cat. But Sven didn't hold it against him; in fact he even patted him on the back saying he was a decent guy to still care about a former girlfriend.

Meanwhile at Stark tower in Tony's Iron-tech lab Sven stood in the armour gallery with a very serious expression on his face.

"So let me get this straight Tony, you sell posters of me and I don't get a dime, and where do you even get my image from?" Sven asked Tony who was as usual drinking a glass of wine.

"CG is a magnificent thing these days, you could make anything and make it look completely real and believable, besides don't worry the moneys going to a good cause"

"Well I don't actually care whether you do use my image to make profit without me getting something out of it, this isn't something I want to get paid for because peoples lives don't have a price, I don't even care whether people give me a thank you or the papers ridicule me cause the only reward for me is using my power for the right reason" Sven explained as he sat on one of the metallic chairs. "So besides the news of you selling my image what else is new?"

"Fury wants us as our super identities to meet him along with a few other super humans including the FF and Spider-man at the Triskelon" Tony said gulping down his drink then refilling it.

"And I assume you know what it's about"

"Yep it is, it's a meeting concerning the membership of the latest team Fury will be putting together, his strike team is disbanded so he's helped me muster enough super humans for a project I call True Avengers"

"True Avengers, wait a minute the public called Fury's strike team the Avengers but they were merely under the American governments employ"

"It can be America or Iraq, wherever there are people in trouble the "True" Avengers will help them"

"What about the X-men?"

"They'll remain independent but monitored by S.H.I.E.L.D and they've got their own issues to deal with at the moment"

"Don't you mean chapters?"

"Have you been hanging out with Deadpool?" Tony asked raising his eyebrow at the teen who rubbed his head grinning.

"It was an interesting encounter but I wont go into detail about it, I'll just say I kind of kicked his ass when he attacked me in the middle of a school hour, fortunately nobody saw me change and nobody was hurt"

"Well be careful with Deadpool he can be a nice guy one minute and another he could do something like stab you in the leg"

"Your over exaggerating Tony, and it's not as if I'm going to invite him to my house for dinner that would be stupid"

"Anyway I noticed that you can only fly when you mimic someone who can so that's why I built you a flight platform, come with me and I'll show it to you" Tony said as he walked to a steel door and typed the code in. When it opened Sven whistled as it showed what looked like a miniature jet of some sort.

"It uses similar technology to what the Green goblin used in his glider except for this is used purely for flight, it can go up to a maximum speed of Mach 2 without the G forces injuring the pilot"

"And I suppose my second skin doubles as a flight suit to help me cope with the wind rushing on my face" Sven said as he looked at the flight unit. "How do you fly it?" he asked eagerly.

"It's controlled by the feet kid so read the manual while I pick out what to wear for the party" Tony said smiling.

"We're leaving now?"

"Unless you need an agent to distract your mother"

"No she's out of town and my sisters at a friends house"

"Well that's lucky of you, Peter will probably be late because he has to wait for his Aunt May to go to sleep before going out at night" Tony said as he pressed a button on his chair and many doors slid open revealing different styles of Iron Man armour. "Say Homer do you think I should go with the Silver Centurion look or perhaps my Ultimate armour"

"What about the red and gold armour you wear most of the time?" Sven said and the hologram Homer nodded his head in agreement.

"Lets see I'm looking to impress a fair lady tonight so I'll wear the newest armour I made, my Mk four armour!"

"He upgraded the red and gold look?" Sven asked Homer.

"It is similar to the armour he calls Ultimate MR Reilly although it incorporates a much brighter red and gold colour"

"Well Ok then I'm ready" Tony said putting his helmet on. "You confident enough to fly on the glider?"

"Yeah I got a good idea of how it works from the manual" Sven said as he covered himself in his Second Skin and walked with Tony to the Quinn jet hanger where a fresh flight deck was waiting for Ultimate.

"YAAHOOOOH!!!" Ultimate yelled as he flew above the city on the customised blue glider. Sven liked a lot of things but he now knew that flying, helping people and Donna Kebabs with Garlic Mayonnaise were his top favourite things.

Tony shook his head as he flew behind Sven.

"Hey Iron man Ultimate!" A voice cried.

Ultimate looked beside him to see none other than the Johnny Storm the Human Torch flying next to him and above them were the rest of the Fantastic Four in the Fantasticar.

"Hey Doctor Richards how have you been!" Iron man said to the brown haired genius and leader of the Four Reed Richards or Mr Fantastic as some called him.

"I've just finished the latest model of observation satellites, alls I need is confirmation from NASA and I can send it into deep space to explore" Reed said and Tony nodded his head respecting the great scientist.

"And what about your beautiful girlfriend?"

"Oh she's just fine" Sue Storm or the Invisible Women Reed's stunning blonde haired girl friend and Johnny's sister replied.

"Hey you didn't forget me did you?" The Pilot of the Fantasticar asked a muscle bound individual with orange granite skin. He was Ben Grimm the Thing Reed's best friend and the teams heart and muscle.

"Good to see you again Ben, I didn't think any of you would become involved with the Avengers" Tony said.

"Well it was Johnny who insisted that we come" Sue said.

"Yeah the guys supposed to be twenty but he still acts like he's 15" Ben said as both Torch and Ultimate swooped down towards the city.

"I think Mr Storm and Ultimate are going to be late for the meeting, oh well they might have a little fun with the frightful four down there" Tony said.

"Whose down there, Dragon man, Titania, Trapster and Blastaar" the Thing said.

"Should we help them Reed?" Sue asked.

"They'll be fine, Johnny maybe hot headed but he knows not to take too many risks besides we cant just leave those four alone and there's a likelihood that there are other heroes on their way here so there's no need to worry, plus Ultimate's apparently the power fullest super human in existence" Reed said as the fantasticar and Iron man flew away from the soon to start battle.

"This is just too easy!" Trapster said as he took the money from an armoured car. He wore a simple green sweater with a balaclava and jeans, strapped to his back was a steel tube containing his home made paste which would shoot out of his pistol.

The next member of the ragtag group was the huge dragon shaped android Dragon man. Another member of the group was Blastaar a former ruler of a race known as the Baluurians, he looked like a cross between a man and an ape with the mane that passed for hair and a beard, he wore a blue armour style costume that left his arms exposed. The final member of the makeshift team was Titania a woman with super strength who wore a red and purple one-piece costume that left her midriff exposed.

"I would have hoped that the supposed defenders of this city would offer more of a challenge" Blastaar said as he fired one of his plasma bolts at an incoming police car. Suddenly another Plasma bolt clashed with the one Blastaar had thrown blowing a hole on the concrete.

"YOU WANT A CHALLENGE YOU'VE GOT ONE THADE!!" Ultimate yelled jumping off his flight unit and onto the streets landing in the middle of the four super villains.

Titania roared in anger as she ran at Ultimate whose mimic markings were glowing purple. As she swung her fist back to punch him Johnny swooped down from the air grabbing the woman by the hair and throwing her into an abandoned car. Ultimate mimicked Blastaar's powers and fired a plasma bolt at Dragon man knocking him to the ground. Blastaar himself growled as he jumped off the car he was standing on and blasted Ultimate into the side of a car.

"Ok General Thade lets have some fun" Ultimate said as he got off the floor.

"Why do you insist on calling me Thade?" Blastaar asked doing little to hide his already rising anger.

"Don't tell me you've been on Earth and you've never watched planet of the Apes!" Ultimate said as he dropped into a fighting stance ready for his battle against the Frightful Four.

Next Chapter 8: Ultimate Power part 2!

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Read and review thank you! 


	8. Ultimate Power Part 2

Disclaimer: I dont own Marvel

* * *

Marvel Universe: Becoming a Hero

Chapter 8: Ultimate Power part 2

In his palace the Mandarin looked over his servants as they and the man known as Modok worked on the super soldier serum that had created Ultimate. They had managed to replicate it into a chamber similar to the one that Sven had fallen into.

"Mandarin we have managed to create enough serum for 100 subjects as you requested" Modok said.

"Well done!" a small evil smile crossed Mandarin's lips which distrubed Modok greatly.

Meanwhile in the city Ultimate and the Human Torch continued their battle with Blastaar's frightful four. Both Johnny and Sven were flying in the air both on fire, Sven mimicking Johnny's firepowers.

"This is cooler than I thought it would be" Ultimate said avoiding a plasma beam shot at him by Blastaar.

"Tell me about it" Johnny began flying around the android Dragon-man creating a flaming Tornado.

Suddenly dragon-man slapped Johnny away from his throwing him onto the trunk of a car. Ultimate changed back to his natural form and mimicked Blastaar's powers to fire a plasma beam at Trapster, the villain flinched expecting it to slice through him but the beam was very thin instead cutting through the wire that fed his paste into his pistol.

"Better luck next time Paste pot Pete!" Ultimate said running at Trapster and kicking him across the side of the face.

Before Sven could celebrate however Titania picked up two cars and clapped them together, with Sven in the middle. Titania smiled as she threw the two cars away and looked upon a dazed Ultimate. She then swung her arm back and punched Ultimate in the cheek sending him flying into an abandoned car.

"No way am I giving up" Ultimate said as he got up off the floor. As Titania ran at him Ultimate jumped back onto his feet, he ducked then ran into Titania's legs throwing her over his shoulder. Ultimate then ran for Blastaar jumping from side to side to avoid his lasers, the hero slid across the ground and drove his foot into Blastaar's stomach then delivered an uppercut to the mans jaw. Suddenly he felt Titania's foot smash into his kidney. Titania grabbed Ultimate by the neck lifting his feet off the ground, the rookie hero kept his hand on the powerhouse's wrist as he looked to the side to see Johnny flying around Dragon man. He didn't even think of screaming out and did the only thing he did think of.

"FLAME ON!!" Ultimate yelled mimicking Johnny's powers and covering himself in magnificent flames, the intense heat that he generated forced Titania to let go but Ultimate wasn't done with her yet, he punched the woman across the face then kicked her in the stomach. He then swung back round to deliver another kick to the woman's chest but unexpectedly she grabbed his leg ignoring the burning and throwing him against the floor, a crack ran across the concrete from the sheer force of the women's swings as she began punching Ultimate in the stomach.

'Oh crap this is problematic, if I use Torch's power at full I might burn the houses in the street but I cant just let this witch wam on me as she likes' Sven thought. He thrust his legs forward kicking Titania in the stomach; he then rolled back and rammed his head against Titania's. The two shook their heads dazed by the attack before they smashed their fists together creating a shockwave that cracked the car and apartment windows.

"What's the matter ugly your movements are a bit sluggish, have you had a few?" Johnny taunted Dragon man but the android showed no emotion just an animalistic growl before swatting the Human Torch away yet again.

"Torch!" Ultimate said before he blocked one blow from Titania then drove his elbow into her face knocking out one of her front teeth, the teens mimic markings glowed purple for he was mimicking Titania's vastly superior strength. He held onto the dazed Titania's arms as he began spinning on the spot. Ultimate released his grip on Titania throwing her straight into Dragon man's cheek. The android came tumbling to the ground creating a dragon-sized crater in the road.

Ultimate huffed and puffed regaining his breath after the fight.

"LOOK OUT ULTIMATE!!" Human Torch yelled.

The warning was too late as Blastaar shot Ultimate in the back forcing him to the ground. Blastaar walked over to Ultimate who was on his hands and knees, the mans arms were covered with energy and a confident smile crept across his face as he placed his foot on Ultimate's back.

"We aren't so confident now are we boy?" Blastaar asked as he readied another blast.

"Sorry to disappoint you but nothing breaks my confidence" Ultimate said smiling at Blastaar.

"QUIT THE ACT LITTLE BRAT!!" Blastaar yelled before a beam of light slammed into his back knocking him off Ultimate. Sven forced himself off the ground to look at his saviours.

"Wow I guess its girl power" Johnny said.

Ultimate's eyes went wide in surprise as he looked at the three girls in front of him. Spider-woman or "Spider-girl" as others called her, she had long red hair and wore a red face mask that covered her eyes, the lenses on the mask were just like the ones on Spider-man's, her tank top was red with a yellow spider symbol on her chest, she wore a pair of brown coloured jeans with a pair of red boots which had yellow spider symbols on it, covering her hands were a pair of red gloves with bandages wrapped around her wrists. Turbo a Japanese girl dressed in a purple suit with armoured shoulders, boots and gauntlets as well as a helmet that covered the top part of her head and eyes, but the helmet also had a hole at the back that let the girls black long black hair flow out. She-Hulk, the tallest of the girls wore a purple one-piece costume with light purple fingerless gloves and shoes.

"Morning angels!" Johnny mocked as he got off the floor too and set himself aflame.

"Hey Johnny" She-Hulk said waving at Johnny.

"Were you and her an item?" Sven asked the Torch whispering into his ear.

"There was that one time…"

"OKAAAAY!! Back to business!" Ultimate said smashing his fists together as he ran at Dragon man.

"Oh no you don't" Spider-girl said as She-Hulk jumped into the air landing on her hand. The redhead pushed her arms forward and launched She-Hulk at Dragon man; the Jade Giantess flew past the surprised Ultimate and ripped through the androids chest.

"Well I suppose that works, thanks for the assist girls are you three on your way to the Triskelon?" Ultimate asked Spider-girl and Turbo while Johnny started hitting on She-Hulk.

"I swear Jen your skin must get brighter every time I see you and your hairs amazing too" Johnny said hanging a bit of She-Hulk's hair on his finger.

"Yeah we were on our way, so you must be Ultimate the newest hero in town I'm…" Turbo stated before she was interrupted.

"Turbo formerly of the New Warriors, I understand you Nova, Justice and Darkhawk quit after the team started making a reality show or something" Ultimate said.

"Yeah do you watch it?" Turbo asked.

Ultimate frowned at the question "I only ever watch heroes on the street or on the news not a bunch of idiots using their super powers as an excuse for fame and fortune they're as bad as those Champion Wannabe's" he said throwing his arms up in anger.

"I'm sorry if I offended you but the show does help fund the New Warriors super hero antics and saving lives is a big motivational factor as well"

"Yeah well we'd better get going otherwise we'll be late" Ultimate jumped onto the rooftops were he had hidden his flight unit.

"Wow cool flight platform, I feel like I've seen it somewhere before" Spider-girl said standing on the edge of the building.

Ultimate fell over in shock for he hadn't sensed the red heads presence before. "It was inspired by technology designed by Oscorp, I don't see you often Spider-girl are you in some way related to Spider-man?" he asked.

"No I'm not his sister or gained his powers through a transfusion or any thing like that I had my powers a few weeks before I had decided to follow Spider-man, and it's Spider-woman!" the girl said raising her voice a bit in anger.

"Well I know the guy personally so he was bound to say something about a distance cousin or something, although he said something about having loads of clones but the female one had brown hair and was called Arachne" Sven said as he stepped onto the flight platform.

Ultimate and Turbo flew away from what was left of the battle followed by Spider-girl who swung after them. She-Hulk trailed her finger along Johnny's chest smiling at the young man's attempt to woo her.

"How about after this gathering we have a night on the town, and what ever happens next who knows" Johnny said.

"Ok but on one condition, you carry me to the Triskelon" Jen licked the Human Torch's ear playfully.

The Triskelon was the headquarters of S.H.I.E.L.D as well as the place where all their weapons and development took place; they also stored weapons and imprisoned super villains there. Behind the cover of his second skin Sven was excited for he was probably meeting with every super hero he knew of as well as those he didn't know, he only didn't see those that worked mainly in the streets like Daredevil and Moon Knight. The place that the heroes gathered looked similar to a restaurants dining hall with numerous tables laid out, while some heroes stood on their own without any company some heroes sat together talking on the tables such as the Fantastic Four and the group known as the New Warriors who Sven stayed well away from since he had a few urges to punch the New Warriors show host Speedball.

Ultimate sat alone on one table waiting for the meeting to begin until Spider-man arrived zip lining from the roof and landing on the chair in front of Sven.

"About time you got here I would have been bored, the only heroes who are our age are the New Warriors and I don't want to talk to them" Ultimate said resting his head against his arms.

"Sorry Gwen came over with her father so I had to entertain them" Spider-man said.

"Excuse me but may I request a seat at this table?" A blue furred man asked.

"Sure Beast!" Peter said and the X-man obliged.

"Wow your Beast of the X-men, weird I expected you to be shorter!" Sven said causing Beast to chuckle.

"I do get that a lot, and you must be Ultimate the newest addition to the ever growing army against evil, I expected you to be taller" Ultimate shook his head chuckling. "And might I say that speech you gave about real heroism and how most of us here are better than the Champions was inspiring it almost would of put Shakespeare to shame".

"No I'm not much for words I doubt I could be better than Shakespeare" Ultimate said.

"Well why certainly the words were not dramatic or well put you established a good point, the heroes that people will remember are those who lay down their lives before seeking fame" Hank said.

"Yeah that's exactly what I was talking about" Ultimate said.

"Excuse us but are these seats available?" Spider-girl asked with Turbo and three other heroes who Ultimate had never met before but had only heard of. Mr Immortal a young man who wore a blue and purple costume with a white I shape on his chest, Flat-man a man who was quite literally flat probably like a piece of cardboard and he wore a costume with a striking resemblance to the Fantastic Four uniforms apart from the F letter on his chest. Ultimate had to put everything he had into not laughing at Squirrel Girl, she looked more cute than terrifying and the fact she had a pet squirrel called Monkey Joe perched on her shoulder didn't help either.

"Sure go ahead and have a seat!" Ultimate said and the five heroes obliged. "So you guys must be that Super Hero team from Great Lakes?" Sven asked striking a conversation with the three new comers.

"Yeah, we don't get many super villains up there" Mr Immortal said.

It was then that Tony and Nick decided to begin the meeting; the billionaire spoke into his microphone catching many of the heroes' attention "My fellow Superericans" He said earning a few shaken heads from the more serious Super Heroes.

"We are gathered here today to discuss the future of Super Human police work, as you all know the S.H.I.E.L.D Strike force known as the Avengers is disbanding but that is not the end, I have decided to fund a new Super Hero team, True or New Avengers if you will. Unlike the previous group work on the team is voluntary so no pay check if you wish to sign up. General Fury and I have gathered you all here because we want volunteers, people who are willing to lay down their life for a living without pay, but that doesn't mean we wont give you something in return, the facility we are building not only doubles as a base but as a home for the Avengers, how many here have wanted to live in a mansion? I wont think any less of any of you if you do not wish to join for whatever reason" Tony explained and the heroes started to whisper amongst themselves.

"It's not like I don't want to join, I mean sure a team of volunteers is good but I just wouldn't have the time balancing the city, my job and my personal life with the team" Spider-man said.

"A good idea to have a team like that, but we'd be too busy with our own duties, I'll probably sign up as a scientist" Reed said and Sue nodded her head agreeing with her boyfriend.

"Be a member of two teams huh, I don't think I'd be able to balance that" The Thing said before gulping down his drink.

"Ben's right it'll be too difficult for any of us to balance that" Johnny said.

"Who here's thinking about it?" Ultimate asked the people at his table.

"It would be a major step up from the New Warriors" Turbo said.

"I had always intended to join the team because I knew about it before hand, Nick Fury personally came to the mansion to inform the X-men on the new team but Cyclops, Angel, Marvel Girl and Ice-man wanted to do there own thing, I felt that my services as a scientist would serve the Avengers better than the X-men besides they have one of the greatest minds in the world at the mansion I'm sure they can spare losing another" Beast explained.

"Well I'll volunteer, I'll balance both the Avengers and the city besides these super villains cant make their take over the world schemes everyday" Ultimate said getting off his chair and raising his hand. Nick marked Ultimate's name on the clipboard he carried, he smiled knowing that Sven would volunteer.

"General Fury drags us all the way out of Canada for this, didn't he realise we're a team already!" A bald and very short man said his skin almost red with anger.

"Calm down Eugene" A black haired man, said, he sat on a chair with his arms crossed and a beer bottle beside him, he wore a pair of blue jeans with a black jacket worn over his muscle shirt. The men and women around him were members of Canada's Super Hero team Alpha Flight.

Guardian the leader of the team wore a white and red suit with a mask covering his face apart from his mouth; a red maple leaf symbol was also on his chest and back. Snowbird a beautiful women with blonde hair and white eyes, she wore a white and snowy blue costume with a cloth tiara and a blue cloak shaped like the wings of a bird. Shaman the team's Native American magician wore a red and green suit with pouches on his belt filled with various medicines. Next was Alpha Flight's powerhouse Sasquatch who looked like most descriptions of the same Canadian Legend though taller and more intelligent. The final two members of Alpha Flight were the armoured warrior Box though unlike Iron man the suit he wore towered over the Sasquatch and looked less high tech, and Diamond Lil a tall brown haired woman who wore a suit with green and yellow diamond patterns on it as well as a Domino mask.

"Logan's right Puck, we should see what the American Government is up to these days, and besides I think there's something Logan would like to discuss with us isn't there Logan?" Guardian asked and the black haired man shook his head taking a swig of beer.

"I've been thinking department H has discharged me and I feel like a change of scenery from the usual woods of Canada, so I've decided to resign from the team" Logan said.

"Are you serious?" The members asked dumbstruck. Sure Wolverine was anti-social and had a bit of an attitude but he was still part of the team and a friend of theirs none the less.

"Yeah I am, I'm tired of fighting for the government I think it's about time I fought for something other than a flag" Logan said.

"Well if your going to leave us we might as well see if these Americans have any decent bars in this Dump" Puck said raising his glass in a mock toast.

It was then that another hero raised his hand. His costume was black with Purple boots and straps on his chest that were connected to a quiver of arrows and a bow, his left sleeve was purple as well as his shoulder, the cowl he wore was a much darker purple colour and had the letter H on the forehead. Nick wrote the name Hawkeye on his clipboard, The Next Person to raise their hand was a brown haired man wearing a red and black suit; he also carried a metallic helmet that resembled an insect's head underneath his shoulder, Nick then wrote Ant-man on the pad. Not even a second past when an Asian woman raised her hand up in the air, she wore a sleeveless black and yellow striped costume which left part of her back exposed.

'The Wasp miss Janet Van Dyne, I hope Pym won't mind his ex-wife working so close with the new Ant-man' Tony thought.

The She-Hulk then put her hand up followed by a black haired man wearing a red jacket and a pair of red sunglasses. Fury marked the two heroes She-Hulk and Wonder Man onto the roster. Tony looked around the room practically scanning it for people he might have missed.

"Well if that's all of you then I understand, let me introduce you to the man who will be leading us in the fight against evil" Tony said as he put his helmet on and Captain America stepped into the room carrying his shield and wearing his flag inspired costume. "Your all welcome to stay and enjoy the night but please not too much drinking and New Warriors please stay away from the alcohol" Tony grinned.

"Well I suppose it wouldn't hurt to stay awhile" Spider-man said leaning back on his chair. "We can meet of the few bigger heroes here and get to know who we might work with some day"

"You guys do that, I'll be patrolling the city, I get bored very easily so I might try seeing if there any jewel thief's on the loose tonight" Ultimate said as he got off his seat. "It was nice to meet you guys and I hope we fight alongside one another some day" the young hero wished his new potential friends goodbye and walked to Iron man and Nick Fury.

"Sven before you go there is something we should tell you" Nick said placing his hand on the boys shoulder.

Ultimate's stance suddenly became tense when he asked what was wrong.

"We've had reports that there have been several break-ins at companies specialising in lab equipment, the perpetrators were confirmed to be Mandarin's Super Human lackeys and we think he might be trying to recreate the serum that gave you your powers" Tony explained his serious expression hidden by his helmet.

"We just wanted to tell you to be careful, there could be a chance that they may come after you since the serum runs in your veins and from any random affect you have the most powerful we wanted to say be careful it's bad enough that Hydra knows of your powers" Nick's voice seemed aggressive in tone probably cause he was still out for blood with where a possible leak in the S.H.I.E.L.D database had sprung from.

"Don't worry guys I'll be fine" Ultimate said confidently but that did little to lighten Tony and Nicks moods, it's not that they doubted that he could defend his family, they just had concerns that he would be too busy worrying about others to protect himself.

"Well we just wanted to say be careful, our sources will be spread a little thing with helping Tony build this mansion facility he has planned and protecting the Triskelon" Nick said.

Ultimate nodded his head and was escorted to his flight unit by some of the S.H.I.E.L.D agents. He smiled as he reached the edge of New York, Sven had enjoyed his brief stay at the Triskelon he not only became a member of a new team of Avengers but he also got to meet more heroes in person. He liked Beast and the Fantastic Four but he couldn't shake the feeling that he had met Spider-girl somewhere before. Sven shook the feeling off and continued his journey. For a split second he thought he heard the sound of an engine but he couldn't hear over the sound of his own so he decided to ignore it.

That turned out to be a big mistake as a missile suddenly flew into Ultimate's flight unit, for that split second when the unit blew up throwing Sven onto the cars below him, the citizens started scurrying out of their cars. Ultimate shook his head regaining some composure; suddenly a pumpkin shaped bomb clung onto the bonnet of the car he had fallen on.

"EVERYBODY RUN!!" the young hero yelled before the bomb and the car exploded throwing Ultimate across the ground and vaporising any innocent bystander that couldn't get away. A tear ran down Sven's face for those that didn't make it, he looked up at the rooftops in anger. "COME ON OUT COWARDS!!" to say that Sven was angry or upset wouldn't do the words justice, he got upset when he didn't make it to school on time, he got angry when his sister would take the last bits of bacon in the morning. Those words didn't even describe his feelings now.

"COME ON OUT!!!" He yelled one final time.

"Well well well it seems that mouth Deadpool was right, the newest hero is just a hormone filled kid" A devious voice echoed throughout the streets.

Ultimate jumped up to the rooftop and narrowed his eyes at the man he saw. He knew him as only a name he'd see in the papers never did he once think he'd actually meet him. Bullseye, one of the deadliest assassins he'd ever heard of, dressed in a black trench coat and suit with the symbol of a bulls eye on his cowl. The man was leaning against a chimney shuffling a deck of cards.

"I knew Deadpool wouldn't have what it takes to capture you, this aint really my kind of job but Madam Hydra promised me I could kill you after she did whatever she needed to do with you and we can still beat you up a bit" Bullseye said cockily as he threw the deck into the air. Sven looked at the cards as they fell on the floor then looked at Bullseye and widened his eyes in horror as a man wearing Red armour similar to Iron man's fired a missile out of his wrist, the missile flew past the calm Bulls eyes head and slammed into Ultimate's stomach exploding and sending him flying through the air and crashing into one of the apartment rooms.

'Oh god' Sven thought as he looked at the scared family around him, a father holding his two sons probably no older than 6 they must have been. The young hero then looked in front of him to see a man wearing a purple and green suit with a flaming pumpkin head floating in front of him on a disc of some kind.

"Hi the names Jack O'Latern in case you missed it Ultimate HERO!!!" The man reached into his bag and removed a Pumpkin shaped bomb.

"NO PLEASE DON'T!" Ultimate begged but his words fell upon deaf ears as Jack threw the bomb into the room, before Ultimate could grab the pumpkin it exploded the napalm affects merely stinging him but utterly obliterating the apartment and the poor family. Ultimate stepped out of the smoking ruins his own second skin covered in dust and singe marks, though it covered his face he was clearly beyond furious now.

"BASTARDS I BEGGED YOU!!" he yelled as he jumped down to the ground creating a large crater in the road. He looked around glaring at the men that stepped out to greet him Bullseye, Jack O'Lantern and the man in red armour one who Ultimate knew as the Crimson Dynamo. "WHEN I GET THROUGH WITH YOU YOUR OWN MOTHERS WONT WANT TO LOOK AT YOU IF YOU HAVENT KILLED THEM MURDERERS!!"

"Your words almost hurt us!" A voice said behind Ultimate. He quickly turned around only to be met by the backhand of a gargantuan black fist.

The young hero gasped as he saw whom the new arrival was. He was at least five times the size of Ultimate, his muscles were huge and his skin was a pitch-black colour, a white spider symbol was on his chest and back and his eyes were filled with a murderous intent his razor sharp teeth and slobbering tongue dripping saliva on the floor.

"Fortunately such moments pass quickly" He cackled in a voice that sounded like to separate people were talking at the same time.

'Oh god Spidey told me about him, he says he's worse than even the Green Goblin, Venom!!' Ultimate thought as he looked in terror at the gathered super villains. No powers he could mimic, no other hero in sight and with innocent bystanders still screaming around him this turned out to be Ultimate's most dreadful battle yet. But the boy picked himself up off of the floor and chose to face it.

Next Chapter 9: Ultimate Power part 3

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**_S.H.I.E.L.D Database Update_**

**_Alpha Flight _**

**_Canada's greatest super heroes all gathered into one single team. Sponsored by the Goverment as a force used to investigate Super Human and mystical occurences. James MacDonald Hudson AKA Guardian leads the group and is also the public face of the team along with his wife Heather Hudson a gifted scientist who helped in the creation of Guardian's suit which possesses the ability to cover its wearer in an aura of Energy capable of absorbing impact and shielding the wearer from almost any force, it also enables the wearer to manipulate this energy in the form of energy blasts which are capable of digging through the ground for a suprise attack which Guardian is famed for._**

**_Other members of the team include former military medic and mystic Michael Twoyoungmen AKA Shaman, Eugene Judd Puck a dwarfish man with extraordinary acrobatic abilities, Walter Langowski former expert scientist in Genetics and Chemistry until an experiment involving Gamma radiation transformed him into Sasquatch however unlike the Hulk he has complete control of himself in his transformed state which leaves us to believe he didnt claim his powers from the Gamma Radiation._**

**_The team remains active with many other members to this day even after the teams first encounter with the Hulk which ended when Shaman was able to calm Hulk down despite Wolverine's protest I might add. Luckily the Canadian public didnt find out about the Hulk's true identity and the Flight continued it's service._**

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Please send me reviews of you opinion on the fic so far next chapter will be where everything in the story changes for Sven, and if anyone's wondering Aurora and Northstar arent part of Alpha Flight in this universe since they've already made a cameo in chapter 3 of my X-men Fic. And the Ant-man in my fic is the Scott Lang version and my versions of Nick Fury and the Wasp are more like their Ultimate Marvel versions in appearence and attitude. 


	9. Ultimate Power part 3

Disclaimer: I dont own Marvel

* * *

Marvel Universe: Becoming a hero

Chapter 9: Ultimate Power part 3

The neighbourhood that Faith lived was a tough place to grow up in while certainly not as hard as Hells Kitchen Faith became a little bit street smart and strong. She was just casually carrying her groceries home when she heard the explosions and the yelling. Faith was shocked at the things she saw from the alleyway she hid in, the newest hero Ultimate facing three other super villains who she had never heard of before.

"I wont give up that easily" She heard Ultimate say and now that she saw him in person Faith had the instinct that this hero was no older than her.

"I LOVE IT WHEN THEY TRY FIGHTING BACK!!!" Bullseye yelled manically as he threw a Sai at Ultimate, the dagger shattered when it struck its knee but the young hero still cried out in pain and fell to his knees.

"Jeesh I wouldn't want to play baseball with that guy!" Ultimate said before he got off the floor and ran towards the villains. He punched Venom across the face causing him to stagger back. Sven pulled his fist back ready to punch Venom as hard as he could but Venom grabbed his fist squeezing it. Venom began laying multiple punches on Ultimate unlike him he wasn't pulling back on the blows. Sven felt as if his jaw was being pushed out of place and put back in place, as Venoms punches became harder, the villain's arms then stretched throwing Ultimate onto cars and into the brick walls.

"Save some for us Eddy!" Bullseye said, he threw a volley of five Shuriken at Ultimate three of which merely shattered upon impact with his body while one brushed past his cheek and another sliced the side of his left arm.

Ultimate cried out in pain as the blood flowed out of his arm.

"One was made of Adamantium kid one of the hardest metals in the world" Bullseye cackled.

Jack flew swooped down on Ultimate throwing two of his pumpkin bombs at the boy. The explosion shook the very ground and sent a shockwave shattering the glass of the buildings around them. Faith gasped when Ultimate stepped out of the smoke the top left corner of his mask ripped off revealing a grey eye and a bit of blonde hair.

'What, why the hell is my Second skin failing?' Sven wondered putting his hand to his exposed eye. A hole then opened in Crimson Dynamo's chest and a yellow beam of light smashed into Sven's chest pushing him into a smoking car. Before Sven could recover the car behind him was lifted off the ground, before he could look over his shoulder Venom smacked Ultimate across the side with the car he was holding. Venom licked his chops as he threw the car back on the ground and walked towards Ultimate who was just getting off the floor.

* * *

**The Mandarin's palace**

Dread knight and Whiplash stood before the Mandarin who seemed in a happier mood then normal today. They stood nervously anticipating what their master would order of them.

"Hypnotia has done well recruiting young ones for my army, half of them she didn't even have to hypnotise, I suppose power is a gift too hard to resist" Mandarin said and the two men nodded in agreement. "But just giving them powers without some kind of safety net is unwise yes? Which is why I asked Modok to create a cure for their conditions in case one gets rebellious, I want you two to follow these coordinates and test this cure on Ultimate, take the stolen Stark armour with you and do feel free to rough him up if you wish" Mandarin smiled evilly as he pushed a button on his throne and a door opened behind the two villains revealing suits of metal armour that had been stolen by Stark International.

"Well I don't particularly enjoy beating up children but we do what we must" Dreadknight said as he put on the black armour.

* * *

**Unknown location**

The whole room was dark the only light was a single TV showing an emergency report of the super villains assault on Ultimate, an aerial view of the pretty much one sided battle.

He picked up the mobile on the side table and typed in a number pressing it against his ear.

"Doc I think we need someone to save Sven's ass, yes I know it'll be risky but it's a risk I'm willing to take, send anyone that's willing to go hell I'll even go myself if I have to, good I assure you he will be of use to us"

* * *

**The streets**

"GAAAAGH!!" Ultimate yelled as Venom gripped his cut arm and licked his face.

"Yeah scream let it all out kid cause we enjoy the pain" Venom hissed before he grabbed Ultimate by the head and smashed him against the concrete. "Your pretty stubborn kid well I'm sure Viper wont mind if your crippled" the symbiotic villain cackled as he punched Ultimate in the chest then threw him across the ground where he stopped at Bullseye's feet.

"Well well well I assume your powers come from mimicking super human powers well this is what pure skill can do" Bullseye said as he began throwing stars into the brick wall creating circle. He then balanced a knife on his finger then kicked it at the circle hitting the dead centre. "Please don't all applaud at once" the villain bowed as Jack and Venom clapped their hands.

"Don't kid me!" Ultimate said though he could barely get the words out of his mouth for he was so tired. He grabbed Bullseye's foot weakly gritting his exposed teeth together. "You call being able to kill a skill, don't fuck with me!" he growled as his grip around Bullseyes leg tightened. In one fast movement Ultimate suddenly threw Bullseye at Jack O'lantern knocking him off his hover disc. He then ran at Venom forcing his bruised and cut left arm back and smashing his fist into the villains chest but this time he didn't hold back the punch, the force threw Venom straight into a brick wall where he fell unconscious. Faith stared in awe as the young hero got up off the floor a bit of his mask covering the right corner of his face and chin, parts of his costume had been burnt or were falling off as he forced himself to stay stood up.

While other citizens merely stood there Faith was ready to step out for she knew when to be grateful to people who had saved lives. That was until she heard more screaming when the sound of a jet engine roared. Two of the villains that Faith and her class had been held hostage by landed on the concrete dressed in bulky black armour.

"What are you two losers doing here?" Crimson Dynamo asked the two new comers.

"Oh nothing we're just here to test a little drug out on a how can we say willing subject" Whiplash said sarcastically as two yellow whips extended from his gauntlets, he swung them round smacking Ultimate round the side of the face and shocking him two. Ultimate spun round and fell to the floor.

"Fools the only one who will use this boy is Madam Hydra" Dynamo said as he opened the palms of his hand launching two beams of blue energy at the villains slamming them into the wall.

As Sven crawled on the floor trying to escape the Crimson Dynamo stepped in front of him. He had stayed out of the fight earlier but now things changed with three armoured warriors and a recovering Jack O'Lantern but they would be fighting each other now so maybe Sven could use this to his advantage at least that's what he thought. Crimson Dynamo grabbed Ultimate by the beck lifting him off the ground.

"Fool, you were only ever a threat when you were fighting alongside others or fighting common criminals, your just a foolish boy pretending to be a costume crime fighter that's all" The Russian said silently yet the words hurt the young hero. Crimson Dynamo dropped the boy on the floor, Sven gasped for air but still managed to struggle to get up. Suddenly a yellow wire tied itself around his arms and waist, Ultimate yelled in agony as he felt electricity flow through his body.

"Sorry good sir but we really must complete our mission" Dreadknight said drawing two lances from his waist. Two beams of energy suddenly shot out of the tips of the blades slamming into Crimson Dynamo's chest.

"Time to end this once and for all!" Whiplash said as he swung his whip and tied up Ultimate's legs, with one pull the hero stumbled to the ground. "Now get that Adamantium needle ready Dreadknight" Whiplash ordered.

"I don't take orders from you Whiplash" Dreadknight snapped as he removed a syringe from a compartment on his armour. "But I might make the exception here!" he smiled underneath his helmet as he stepped on Ultimate's chest.

"I hope you don't mind needles kid and living the quiet life" Whiplash said smiling.

"Not yet, not yet, NOT YET!!!" Ultimate yelled as he gripped Dread knight's foot, the villain stabbed the needle into Ultimate's arm the Adamantium piercing through what was left of his second skin. The villain stepped back sniggering as the drug took affect, Sven's mimic markings glowed a silver colour but soon faded as the parts of his second skin fell off revealing his torn and shredded clothes and his battered body. He flinched as all the pain that the second skin had absorbed went straight back into him. Whiplash and Dreadknight both shook their heads as they flew off.

"Well I suppose the murderers can do what they want with the boy now" Whiplash sniggered.

Tears ran down Faith's eyes as she saw who was behind the costume, one of her best friends Sven Reilly, someone she'd grown up with was the newest hero Ultimate or maybe he wasn't now. On instinct she ran to Sven's body and threw his arm over her shoulder, she dragged him towards the alley that she had been hiding in order to get him away from those murderous villains.

She rested him against a black garbage bag and placed her hands on his blood and tear soaked cheeks. "Stupid idiot!" She cried, "Why why do you have to be so worried about other people why couldn't you tell me and why did you have to take such a risk in the first place?" Faith rested her head on Sven's shoulder crying silently.

"If caring too much is a crime" Sven began

"Don't talk save your strength"

"I don't have anymore strength left so what are you talking about? HA UGH!" Sven cringed in pain. "All's I wanted to do was the right thing with these gifts, because I cared and if caring is such a crime, caring about my friends to not tell them and give them the burden of my identity, caring about the public to do whatever it took to save them then I'd plead guilty and spend the rest of my life in jail but caring isn't a crime, not that that matters anymore I'm just regular daft Sven now" he fell silent as Faith held him in her arms.

"Bullseye, Jack look in that alleyway for Ultimate" Crimson Dynamo ordered the two villains.

"Yes your majesty!" Bullseye said sarcastically hoping that one day someone would hire him to kill the armoured Russian.

As the two villains walked into the alley Crimson Dynamo heard something tap his armour, he looked at his shoulder and gasped at the silver disc that he saw. When the blue dot on the disc suddenly glowed Crimson Dynamo dropped to the floor.

'An EMP device' he thought.

Bullseye frowned as he reached the end of the alleyway for from what he saw Ultimate no longer had his powers and was just regular old Sven Reilly.

"Well what a waste of time this was" Jack said kicking the dirt on the ground.

"He is mostly useless to Madam Hydra now" Bullseye said as his frown quickly turned into a sadistic smile. "Which means that there's no point in him or the girl sticking around" he drew a single dagger from his belt and Jack shook his head.

Bullseye was ready to throw the projectile until suddenly a gun shot was heard, the bullet ripped through Jack's pumpkin head.

"Oh shit!" Bullseye said turning to face the direction of the gunshot and coming face to face with a bullet through the centre of his forehead.

"Bullseye asshole" The shooter said as he lowered his sniper rifle. He wore military style boots and trousers as well as an open trench coat revealing a black shirt with a white skull symbol on it. He pushed a button on a device on his wrist then spoke into it "Battle van pick up tactic echo".

Faith was shocked as she saw the blood flow out of the insane assassin's forehead but that shock was soon lost as Sven made one of his comments "That's too bad I was just starting to like him" he said sarcasm practically dripping off his mouth. Faith shook her head then turned her attention to a black armoured van that had parked outside the alley, the side door slid open and though she was reluctant Faith carried Sven to the van praying that this was their saviour.

"Battle van pick up at my location" The shooter spoke as he climbed down a fire escape and onto the streets casually waiting for his van ignoring the screaming and running citizens. When the van pulled up he stepped into the back with Faith and Sven, "Battle van drive to location codename sanctuary" he said and the van began driving.

"Who are you?" Faith asked the man but he just ignored her as he took a medical kit from the back of the driver's seat and began examining Sven's wounds. "Where are you taking us?" She asked and again she was ignored, Faith was half tempted to slap the man across the face but considered the fact that he had a big desert eagle strapped to his leg and a rifle on his back and she didn't quite now whether he was trigger happy or not. "At least tell me that Sven's all right"

"Sven, is that this kids name?" The man asked taking his eyes off of Sven's scratches and bruises. A small smirk came to Faith's mouth as she folded her arms and ignored the question. The gunman sighed running his left had through his dirty black hair. "Punisher!" He said offering faith his hand to shake.

"I assume your using an alias, well mines Faith!" the girl said shaking the Punisher's hand surprised by his strong grip.

"An ally of mine told me I should rescue the hero Ultimate, I had always suspected but it's still surprising to see that probably one of the potentially power fullest super humans in the world is a 14 year old kid"

"He's fifteen" Faith corrected and Punisher shook his head in a way that said "whatever". "But he apparently lost his abilities, those guys in the armour stabbed him with some kind of "cure" for his super powers".

"And he told the doc that the kid would be useful" Punisher muttered to himself. Faith looked out of the window and watched as the van parked near an abandoned theatre. Punisher scooped Sven up in his arms as the side door slid open. The street was virtually deserted tonight as Faith and Punisher walked into the theatre.

"WE NEED SOME HELP HERE DOC!!" Punisher yelled and suddenly a man dressed in a blue and yellow robe and a red cape teleported in front of Punisher with his hand on a red haired woman's shoulder. "Great Strange don't tell me you got one of those bimbos to help us" Punished said aggressively.

"I prefer you not using the term bimbo Castle and you should be more considerate of the fact that the Night Nurses have other patients to treat" The woman said.

"We set up a table on the stage Frank get him there, Miss Palmer could you please direct Miss Perkins to **him **please I'm sure he'll want to talk with her" the man known as Doctor Strange said and the off duty nurse placed a comforting hand on Faith's shoulder.

"Is Sven going to be all right?" Faith asked as the nurse directed her to one of the theatre balconies, She took this time to look at the abandoned theatre, the stage was dirty and had a small operating table on it, most of the chairs were either ripped out or were still there with cobwebs or holes in them. One of the balconies next to the one that Faith and the Night Nurse stood on was actually crushed by a part of the roof. Faith then turned her attention to the stage again as to her surprise a girl who looked like a cross between human and tiger crawled past the curtains rubbing her head against them and purring.

"I wouldn't let her catch you staring at her" The night nurse said patting Faith's shoulder and snapping her out of her shocked trance. "Greer can get really sensitive when people stare at her like that". "Don't worry too much about Sven the doctor may specialise in the occult and cutting people up but he's surprisingly good with wounds like the ones Sven has, there's someone who you should probably see"

It was at that moment that a teen wearing black clothes and a hood stepped onto the balcony. Faith suddenly gasped when he lifted his rain soaked hood off. "Impossible!" she mouthed and the black haired Asian boy shook his head.

"Anything is possible in this world Faith, Magic, Demons, Dense and Naïve Sven becoming a powerful super hero and me being a leading member of the Defenders" Faith shook her head rubbing her eyes to see if she wasn't just hallucinating. Standing right in front of her in one of his usual confident and emotionless poses was one of her classmates and apparent friends Shang-Chi. "We need to have a serious talk about Sven and the part he must choose to play in the fight to come!"

Next Chapter 10: Ultimate Power part 4

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Next Chapter is where things kick off and a shocking truth of Sven's past is revealed, more original and Marvel characters are introduced and the first battle in the Mandarin's war begins. Feel free to constructively criticize in your reviews and tell me what you think of the story so far. 


	10. Ultimate Power part 4

Disclaimer: I do not own Marvel Comics or any of its characters

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Marvel Universe: Becoming a hero

Chapter 10: Ultimate Power part 4

There was an awkward silence for five minutes in the theatre until Dr Strange heard the distinct sound of a slap. "Looks like someone owes me money" Strange said chuckling as he checked over Sven's wounds, a small burn mark was on his back and a deep cut was on his let arm, his right leg was broken and he had a few bruises on his face, chest and his nose was broken.

"Now comes the yelling" Punisher AKA Frank Castle said as he leant against the wall. Strange was close to laughing when he did indeed hear Faith yelling at Shang-Chi.

"HOW COULD YOU KEEP SOMETHING LIKE THIS SECRET FROM US SHANG WE'RE SUPPOSED TO BE YOUR FRIENDS" Faith yelled slapping Shang-Chi again across the cheek. The words and slapping didn't really bother Shang-Chi as he spoke.

"Tell me Faith if you knew the risks involved in something like this would you tell people who would babble or that someone could use against you?" He asked casually.

"YOU KNEW ABOUT SVEN TOO AND YOU DIDN'T SAY ANYTHING, IF WE KNEW WE COULD HAVE STOPPED HIM FROM DOING THESE STUPID THINGS!"

"Another question you have yet to answer, if you did know do you really think we could have stopped Sven, he may be dumb but he knew what he was getting himself into and he's a stubborn as hell it wouldn't matter whether the police and all the heroes in the world were after him he wouldn't of stopped for one second" Shang explained and it was at that that Faith stopped yelling.

"If you excuse me Shang I'll help Stephen tend to Sven" The Night Nurse said as she walked to the stage.

"Faith I know what you think we're both doing is stupid but I assure you that it's been worth it, the amount of lives we've saved has made the scars worth it" Shang-Chi said lifting off his top to reveal a burn mark. "I got that when I saved two five year old kids from a burning building, and I got this…" Shang then lifted rolled up his left sleeve revealing a deep scar on his arm "When I fought an assasin named Elektra it took alot of effort but I eventually overcame her". "To me I don't care if I end up paralysed so long as I've saved the life of another, and don't start a long winded speech about how the cops can deal with crime cause the justice system is corrupt as Castle says but I'm not going to do what he does with the criminals I catch". "Faith I want to introduce you to the other Defenders, I trust you to be able to keep the secrets since the Defenders aren't a public team" Shang-Chi walked out of the balcony and as they walked they both spoke of Sven.

"I don't understand is Sven a mutant?" Faith asked.

"No he fell into that container of the super soldier serum that Stark was creating for S.H.I.E.L.D because he was young enough and he was apparently cut by Whirlwind, the serum apparently healed his wound and gave him super powers" Shang explained before they reached a door that said backstage staff only on it. "You'll probably see things that disturb you so I just want to warn you that whatever you do don't stare at Tarantula"

Faith gasped when Shang opened the door. At the back of the stage behind the curtains were the newest recruits of the Defenders. Three teenagers dressed in Red and Gold Suits similar to Spider-man's were hanging on a web lines attached to the ceiling, they were identical in height and build and the fact that they wore identical costume didn't help either, they also had three gigantic spider legs attached to their backs. Next to them was a girl dressed in a black spandex costume with a white eye lenses similar to Spider-man's, the finger tips of her gloves were white, the top part of her mask let her long brown hair out, she also had a White Spider symbol on her chest and back. The one who Faith guessed was Tarantula was dressed in a black costume similar to one she heard Spider-man had worn at one time although Tarantula had four extra arms. There were also three men who looked as if they were in their thirties, one Faith knew as Daredevil the man without fear and a vigilante who prowled the streets of Hells Kitchen, his costume was purely red and included a belt with numerous red sticks on including one strapped to his leg, on his chest were two D letters interlinked, true to his neighbourhoods name his red cowl had to small devil horns on them. Another of the men was dressed in a pair of white martial art trousers and a green jacket that revealed an odd shaped tattoo on his chest, and a yellow bandanna with white-eye lenses covered the top half of his face. The final man was dressed in a silver suit with a crescent moon symbol on his face, on his belt were various compartments and running up his arms to his elbows were crescent shaped blades, he also wore a long white cloak and a silver coloured mask with grey eye lenses and a pure white crescent shape on his forehead. Also in the room were two others a teenage girl and a boy both probably no older than Faith and Shang unless they were older then they looked. The girl looked Japanese or Asian in her appearance, she was also quite beautiful as well, she wore a tight pair of black trousers as well as a top, beside her were bulky sized boots and black and green armour and a black mask as well as swords and sticks. Lastly was the boy, he wore red military boots and a purely black suit apart from one area of his chest which was white with a red star shape on his chest, he also wore two red gauntlets and a black mask that covered all of his face.

"These are the Defenders, let me introduce you, Daredevil I presume you already heard of, the three spider-men are the Scarlet Spider's"

"Yo!" The three said together and Faith was close to giggling at how they seemed ever so similar to triplets.

"The gentlemen here are Iron fist and Moon Knight" Shang-chi said and while Moon Knight merely nodded his head Iron fist took Faith's hand and kissed it. "Down Rand!" Shang-Chi said and Iron Fist threw his arms back as he backed away from a blushing Faith. "The two in the black suits are Tarantula and Arachne, and that's US Agent!" Shang-Chi pointed to the boy with the flag themed costume who merely shrugged his shoulders.

"I don't understand why you do this Shang" Faith said and Shang-Chi sighed.

"There's a man known as the kingpin whose in charge of every bit of crime in the city, I fight to bring him down and the Defenders also want to stop him but Doc Strange sensed trouble on the horizon, the mandarin has begun creating an army, Doc tried warning S.H.I.E.L.D. but they assure us that the serum wont work on anyone and that Mandarin would never figure out the trick to it" Shang explained.

"What trick?"

"You have to be a specific age for the serum to work and you also need to suffer some kind of illness or injury at least that's what Dr Strange figured out about it, because when Fury tried having one of his soldiers use the serum that soldier died cause he was apparently too old to adapt to the serum, of course the bastard covered it up. Oh sorry Maya I forgot to introduce you, Faith this is Maya Lopez, she'll be taking the name Ronin"

"Nice to meet you" Faith said holding her hand out for Maya to shake. The Japanese girl shook it calmly surprising Faith with her strong grip.

"It's nice to meet you too Faith Shang-chi says a lot about you" Maya said.

"I hope they're all good things" Faith muttered.

"Hey Shang-Chi, Faith we've managed to get Sven's condition under control but right now we should let him rest" Dr Strange said as he floated into the room with Frank, the night nurse and Tigra who was purring and rubbing against the side of a very embarrassed Punisher's leg.

"When he wakes up should we tell him?" Strange asked and Shang-Chi shook his head.

"No it wouldn't do his mental state any good, he's already lost his ability to help and just dropping this down on him wont do any good" he said.

"Drop what on him?" Faith asked.

"It's none of your concern" Shang-Chi said and Faith stepped out in front of him.

"I'm his friend and so are you so what's this bomb that you cant drop on him?" She asked her eyes with a stubborn and determined look that Shang often couldn't overcome.

"Very well, as you already know Sven never met or knew his father" Shang-Chi began "He was an agent of S.H.I.E.L.D part of their black ops division, at the time Fury had other Super Soldier Projects in the works and Sven's father signed up as a subject of a super soldier experiment called Aeon, Aeon was a wide project with lots of different experiments going on much like one the Canadian government carried out. Experiments included splicing soldiers with the genes of animals, Super powered Costumes, Sentient Androids, ESP you could practically fill the list on Mr Fantastic's arm" Shang-Chi explained his reference obviously not meant for humour. "No one in the white house knew about it at the time and only a select few in S.H.I.E.L.D knew about it too, those that did know are now members of S.H.I.E.L.D's highest, they don't have an official name though Dr Strange has called them the Illuminate right doc!"

"They do need a name and I couldn't stop laughing when Tigra suggested the high council" Strange said chuckling before Tigra hissed at him.

"Anyway they were conducting all sorts of crap at the time and no one knew about it, they made underground facilities where they conducted the experiments, but then there was a leak not to the public but to a group called Hydra, most of the scientists involved died, the soldiers too only a few lived but not too long, that was 18 years ago"

"How do you know this and where is all this going?" Faith asked confused at the situation, she had always known that the government conducted secret experiments but none on this scale.

"I know because I'm a son of one of the soldiers, Tigra too we were both conceived or born around the time Hydra was destroying project Aeon, we are Aeon's legacies the sons and daughters of those who were involved, Greer's father's genes was spliced with that of a tiger but it didn't manifest in him in fact he didn't live long enough for it to manifest but he passed on that gene to his daughter. My father had a psychic therapy of sorts, you see through both mysticism and ESP he was implanted with knowledge of most known martial arts as well as the human physiology, some how that knowledge was passed onto me at Birth which is how I know, I'm no expert on Telepathy or any of that but I know all about it, presumably my father and Tigra's were both killed by the same person who sold SHIELD out, as for Sven's father and what his abilities were I don't know, hell I don't even know whether out fathers had met before or whether they were just they would just pass each other in the corridors"

"So your mutants" Faith presumed, she didn't have much of an opinion on the mutant issue.

"Before you ask about going to the Xavier institute my abilities weren't those that needed to be controlled and I'm just as capable of getting on with ordinary humans without going to a school full of mutants, and Tigra mostly acts as the Doctors house cat" Shang-Chi explained ignoring Tigra's growl.

"So Sven's a mutant?" Faith asked.

"Not with any powers, the super soldier serum basically diluted his X-gene, I took a blood sample he's just a regular human now" Dr Strange said.

The Mandarin's palace 

The Mandarin sat on his thrown in a massive hall that had been converted into a lab by Modok and his other scientists, along the Asian themed hall were hundreds of man sized chambers and beside them were the children that would climb into them. They were mostly boys and girls between the ages of 14-18 most had been found on the street by Hypnotia who didn't even have to use her powers or feminine wiles on most of them.

It was then that the Mandarin decided to speak "Ladies and Gentlemen, I have brought you all here because of one thing you all have in common, you don't have anyone else in this world who cares about you, half of you have no homes while the rest of you live with abusive or foster parents who would sooner spit on you then give you the things you want, whose responsible yourselves for existing no of course not, it's those individuals who chose to abandon you like the higher ups in the Whitehouse, they're the people who have all their power and yet what do they do with it, nothing absolutely nothing for their people" Mandarin's voice was passionate and almost inspiring if the things he said were actually true. "I will give you power to strike back against those who did you harm when you were hungry, against those who ridiculed you when you tried to just live your lives. I wish for you to be my soldiers in this fight against world governments that fight merely for oil or political policy, in my empire politics will not exist the strong will rule over the weak as always meant to be, you will be given your lessons and power by a serum that the government created for its own sense of power, we will use their own weapon against them and you will all be the nobles and gods of my new world order alls I ask for in return for this gift of godhood is loyalty" Although the street urchins weren't in uproar of Mandarin's speech they considered Mandarin's offer. The offer of power was just too tempting for all of them to resist as they stepped into the open chambers. With one point of his index finger the jewels on the mandarin's ring glowed and the machines started to activate, their switches moving and filling the chambers with green liquid. The children began screaming as the serum took affect.

"The magic in my rings will manipulate the affects of the serum giving each of you different or similar powers" Mandarin explained as the teenagers were all covered in white coloured second skins. "I will pick five of you to be my generals and lead the others into battle"

One medium built gothic boy was suddenly covered in a silver and black second skin, the skin began to shape itself, a dome shaped helmet covered the boys head while a silver cross shape appeared on his chest while the rest of his body was covered in a black and silver lined second skin. "Gothica, the manipulator of the darker parts of human nature and master of the shadows" Mandarin proclaimed as the boy stepped out of his chamber a black aura covering his body.

A blonde haired girl squealed in excitement as her second skin turned red and began changing into her costume, the top part of her mask let her hair loose while a hole on her chest revealed a bit of her cleavage, the lenses of her eyes turned black and the colour of the second skin that covered her hands and legs from her thighs turned black as well, she stepped out of the chamber giggling to herself as Mandarin named her "Hellfire, not only is your fire stronger than that of the Human Torch's but the fire will also reveal ones darkest fear and you will also lead the flyers" With that word 15 boys and girls stepped out of their chambers covered in a red second skin with yellow markings and different shaped wings on their backs, angelic wings for girls and demonic bat wings for boys.

"Brute leader of my warriors with strength comparable to an angered hulk" Mandarin proclaimed as 35 boys stepped out of their chambers covered in grey second skins, there apparent leader Brute then stepped out of his chamber his second skin had actually changed the shape of his body, his muscles were hulk size and massive black bat wings stretched out of his back.

A brown haired boy was covered in a pure red second skin shaped like the former hero Ultimate's except for his face wasn't covered and a pair of metallic wings extended from his back "Redwing, you will fly above the skies and lead the grunts" Mandarin said as the rest of the teenagers wearing white Second skins with black eye lenses stepped out of their chambers.

"And the final general, the Ultimate Super Human, one with the powers of the original Avengers, Captain America and Thor's combined strength, Giant man's ability to grow in size and Thor's control over weather and lighting, I think I'll call you Ultimate!" Mandarin smirked as the final member of his army stepped out wearing a suit identical to the former Ultimate but grey and black coloured. "You will also temporarily mimic the abilities of any Super human you lay eye contact on, just imagine the kind of power you will receive when you attack the Triskelon" Mandarin smiled and the apparent head generals eyes narrowed. "Those who are able will fly to the Triskelon, the rest of you will be directed to my ship".

A small village just outside the Mountains enjoyed its time of peace until the village itself was covered in a huge shadow, the villagers all looked up in amazement as a fortress flew above them shaped like an Asian palace with Four Dragons flying beside it each of a different colour, Silver, Green, Red and Blue they were all the dragons that Mandarin had named Fin Fang Foom.

"They have begun moving" Dr Strange said catching Faith and the other Defenders attention.

"You mean the Mandarin?" Shang-chi asked.

"Yes, he's coming to New York in his giant fortress, the Chinese Government haven't been able to do a thing to stop him and it's only a matter of time before he reaches the city" Strange explained.

"So what are we waiting for lets just go to the Triskelon and force that one eyed idiot Fury to believe that the Mandarin's a threat and prepare for battle" Us Agent said in an aggressive voice.

"For once I can actually agree with you Us Agent!" Shang-Chi said.

"You mean he actually suggested doing something that doesn't involve punching someone?" Maya asked surprised, since she was deaf and US Agent wore a full-face mask she often couldn't read what he sometimes said.

"As Agent put it Dr Strange can use his magic to transport us to the Triskelon and get General Fury to evacuate the city" Shang said as he tied a black mask similar to Iron Fist's around his head.

"What about Sven, you said he had a part to play in all this" Faith said.

"Yeah well he's just about useless now" One of the Scarlet Spider's said.

"Brother may have put it rudely but basically yeah he is kind of useless now" Arachne said lowering her head.

"If what Doc Strange tells me is true, that the serum basically destroyed Sven's dormant X-gene then he doesn't have the power to fight with us" Shang said though he had actually hoped that he could fight beside his friend but that seemed impossible now that he had lost his X gene.

"Sven seemed so passionate about helping people but now, when he wakes up he'll be heart broken" Faith walked to the stage and stood beside Sven's bandaged and sleeping form.

"So are we all going?" Tarantula asked.

"Only myself Daredevil, Iron Fist, Moon Knight and Doctor Strange, the rest of you should stay here and be ready to assist in the evacuation when the Mandarin comes" Shang-Chi explained as the heroes he called gathered around him.

"I'll be scouting outside I'll probably call you guys on the radio once Mandarin's turned up" Punisher said before he began his walk out of the theatre.

"Ok Doc transport us to the Triskelon" Shang-Chi commanded and Doctor Strange began chanting one of his spells. Shang-Chi gave US Agent a thumbs up sign that he returned before the heroes disappeared.

"Well I suppose all there's left to do is wait" Maya said and Arachne nodded in agreement.

Triskelon 

To say that some of the heroes were shocked when the Defenders suddenly appeared before their eyes would have been an understatement.

"Jesus Christ you could have just given us a call Strange" Fury said walking over to the group of heroes.

"We don't have time for a lecture General Fury, right now you should be getting a call from the Asian government concerning an invasion by the Mandarin" Shang-Chi said his eyes looking into Fury's.

It was at that time when General Fury's mobile rang. He removed it from his pocket and put it to his ear.

"Fury here…yeah…crap…all right send a message to the European Defence Initiative tell them to meet a team in the skies, give them the current coordinates of the airship" Fury explained before shutting off his phone. "All right people here's the deal, That psycho the Mandarin is one his way to the city with an Invasion force, he already levelled half of the Chinese Capital and he isn't going to stop there, I need some of you to assist in evacuating the city, I also ant anyone whose able to fly to get on a transport and meet the European Defence Initiative to battle the Mandarin's airship, Tony can you get those Rocket men of yours to go on ahead?" Nick asked and Tony nodded his head.

"I'll have Rhodey go with them in the War Machine armour" Tony said as he opened up a direct video link with Stark tower on his armours wrist computer. "Homer prep War Machine and the Rocket men for launch at the coordinates Nick Fury's agents are sending you" Tony commanded.

"Jeez never a dull night is there" Spider-man said.

"I was really hoping to have an early night" Beast moaned though he was more than glad to help out.

"Who have we got for the aerial team General?" Cap asked his voice taking on its professional soldier tone, which was needed at a time like this.

"So far I've spotted Justice, Sentry, Nova, Tony, Stingray…oh hell the list of who can fly goes on I'll just send them all out to stop that thing before it gets close to the harbour" Fury said, sure he had handled threats like the Mandarin but not with 50 or more heroes to command.

Fury was just about to call the hanger for a transport to be made ready when suddenly numerous black holes appeared around the room. One hole sucked up Speedball of the New Warriors and next thing he knew he was on the rooftop of a shopping mall in New York. Others that fell through the holes were the Invisible Woman, Sasquatch, Box, Tony and Logan who ended up falling into the middle of a biker bar.

"Well at least I can catch a quick drink" Logan said getting off the floor and ignoring the shocked gazes of the people in the club.

"Ok this is weird" Fury said as the holes disappeared when suddenly another black hole appeared on the stage. Numerous stone soldiers started walking out of the portal followed by Gothica, a fully armoured Blizzard and Grey Gargoyle and the Super Soldier grunts that Mandarin had recruited into his army.

"EVERYONE DEFEND YOURSELVES!!!" Fury yelled drawing his pistol from his holster, he fired at the Mandarin's teenage soldiers but they merely laughed as the bullets bounced off of their hardened skin.

"AVENGER'S ASSEMBLE!!!" Captain America yelled as he threw his Shield into the attackers, the round shield knocked two Super Soldier grunts down before slamming into Blizzards chest. The other remaining heroes all ran towards the stage and the fierce battle in the Triskelon began. Three Grunts both fired beams of light from their arms; the beams all hit The Thing in the chest and stomach sending him crashing through the dome window and onto the Triskelon's outside hanger.

"I'm coming Ben FLAME ON!!" With those words Johnny entire body was lit up in magnificent flames, he flew out of the window to assist his friend who was being ganged up on by 10 of the teenaged grunts.

It was utter mayhem as bodies were thrown through walls and windows and beams pierced the ceilings and walls of S.H.I.E.L.D. Headquarters. Captain America's shield returned to his arm as he punched one grunt in the jaw, he then grabbed the boy by the neck and reluctantly threw him into his comrades, Cap once again threw his Shield which flew into the crowded soldiers, using a device built on his wrist Cap controlled the direction and speed of the round shield, he moved his arm around slamming the Shield into Super Soldier and Stone soldier alike. Dr Strange's hands began to sparkle with magic as he began casting his spells; with one wave his hand five Stone soldiers were thrown onto the walls crumbling to dust. Daredevil drew his nightsticks and jumped on top of one of the tables.

"Everyone these teens in the white suits are just children drawn into this situation do not kill them" he said.

"Yeah easy for you to say read" Puck said kicking at one very tall Super Soldier who was holding the smaller man by the collar of his shirt. Suddenly a white wolf jumped at the boy biting into the back of his shoulder, he released his grip on Puck who promptly back flipped kicking him in the jaw. "Word of advise Junior when your in a fight don't waste time Belittling people especially men like me" the elder man said rubbing his moustache.

"And a word of advice for you shorty watch your back" Hawkeye said as he fired and arrow which whizzed past Puck's head and flew straight, into the chest of a stone soldier, as the miniature explosive attached to the tip of the arrow exploded so did the soldier sending pieces of stone all over the hall.

"What you call me?" Puck asked Hawkeye, his face red with anger.

"Cut the midfight banter guys" Iron Fist said as his hand glowed a pink colour and he punched a Grunt in the chest with enough force to knock the empowered teen out. "We need to be serious so shut your mouths and fight!" Iron Fist removed two metal sticks from his belt and began smashing them into grunts and soldiers heads.

"Your talking banter too Iron Fist!" Guardian said flying around the room and blasting stone soldiers through the chest and head with pin point accuracy.

"I made an exception here McDonald!" Iron fist said before he smashed his glowing fist into the ground creating a shockwave that knocked any opponents around him to the ground.

"He never said it wasn't good banter" Spider-girl jumped on one of the Grunts shoulders tying her legs around his neck, she then leant back stood on her hands and threw the grunt out of the gathering hall.

"General fury you should get out of here now we can deal with these guys outside!" Cap said as he slammed his Shield against one of the teenagers heads knocking him out instantly, the super soldier then rolled across the floor and grabbed a much smaller teen by the leg, using his great strength he swung the smaller boy around and threw him into a group of stone soldiers, the stone soldiers then drew bows from their back and launched a volley of arrows at Cap who held his Shield out in front of him. The projectiles merely bounced off of the Shield and scattered across the floor. Cap was ready to throw his Shield again when suddenly the former New Warrior Nova a young man wearing blue armour and a yellow helmet through the soldiers flying like a Cannonball.

"Ok Cap you keep these guys here and I'll go to the command centre and figure out our next move" Fury said before running through a path that Cap and Nova had cleared for him.

"This is just too easy!" one of the grunts laughed standing over a knocked down but still not beaten New Warrior leader Night Thrasher, he got up off the floor and dealt a swift uppercut to the teens chin but that only served to anger him as he quickly returned with a much harder punch to the chest. Though his red and black armour absorbed most of the impact Night Thrasher was still thrown back by the force, he teen slammed into the back of Turbo knocking both of them down. Shang-Chi did his best to defend himself against the super powered teens, he managed to trip one attacker up and even dealt a swift kick to the back of ones head. He back flipped dodging one of the Stone Soldiers sword swings; Shang-chi then elbowed one of the grunts straight in the jaw. He ignored the pain in his arm from having punched a stronger and tougher opponent then jumped over the boy's shoulders.

"Damn this place is getting crowded!" Moon Knight said as he smacked one of the grunts across the face with his Bo staff.

"We should try making more room, I'll teleport us to the one place that I think could be abandoned!" Cloak an African American man and teleporter said as his black cloak began to expand to impossible size till it covered the whole room. Suddenly everyone in the room and the few that thought outside it were transported to the docks. Well if you could call twenty feet above the docks the docks. Those heroes that could fly grabbed anyone next to them as they began to fall towards the concrete while some fell into the ocean. When they landed the fight continued but it was more spread out and those like Spider-man had more room to perform their aerial tricks, he jumped onto the edge of one of the cranes and spun to webs which hit two of the Stone soldiers, he pulled on the webs and launched himself past the stone warriors like a rock shot from a sling. Spider-man slammed straight into the back of Blizzard taking off a piece of his armour.

"Why you!" Blizzard snapped before a green finger tapped on his shoulder. The villain turned around to be met with a one hit knockout courtesy of the She-Hulk.

"It's too bad Logan and Madison had to miss this" Diamond Lil laughed as the Stone warriors arrows bounce off of her diamond hard skin.

Dr Strange flew into the air and thrust his hands forward unleashing a shower of magical rain on Grey Gargoyle who cringed in pain. Stephen Strange felt a strange presence behind him but before he could turn around darkness engulfed him, he felt himself slam against a girder of the crane then he fell to the floor his arm probably dislocated and a large cut on his head.

'This control over darkness is perfect at night' Gothica thought to himself having just covered the sorcerer supreme in pure shadow and throwing him against the crane. The gothic teen smiled to himself his eye glowing an eerie blue colour as he looked at the fighting going on below him. 'Whose got enough darkness in them to turn against the others' he wondered then his eyes came to She-Hulk who seemed to be enjoying herself while fighting Grey Gargoyle.

"Lets see how much like her other she is" Gothica said as he swooped down towards She-Hulk. Jen turned around to meet her threat but soon found herself rising above the ground being held by what looked like her shadow. Gothica hovered beside She-Hulk trailing his fingers across her face and hair. "Your Beautiful, your probably the most beautiful creature I've laid eye upon She-Hulk, not just that but your strong as well and tough but I can see inside you my dear" Gothica explained as She-Hulk struggled to get free.

"JEN!!" Turbo yelled as she flew at Gothica only to be smacked across the side of the face by what looked like a shadow version of Gothica.

"You've held back so much rage haven't you sweet Jennifer?" Gothica asked and Jen nodded her head as he eyes took on the same glow as her attackers. "You should never hold back your darkness my love"

She-Hulk's shadow released her as she wrapped her arms around Gothica's neck "Let the rage go my love!" he said both their lips just an inch from touching.

Jen uttered one word before both their lips connected "Yes" she said excitedly and both Gothica and She-Hulk were covered by a dome of shadowy smoke.

Both the heroes and the villains eyes widened in shock as a green foot slammed on the ground. She-Hulk stepped out of the smoke her size now comparable to the hulks and her eye bloodshot.

"Oh crap!" Spider-man said before She-Hulk ran back into the fight the only difference now being that she was attacking her fellow heroes.

Next Chapter 11: Aeon

_**S.H.I.E.L.D. Database entry update** _

**_Jennifer Walters_**

**_Cousin of Bruce Banner, Jennifer or Jen Walters lived a normal high school life often shadowed by her genius cousin. When she graduated from high school she took an interest in Law. When she was caught in the crossfire of two rival gangs her cousin gave her a blood transfusion, the gamma radiation in Bruce's blood merged with Jennifer's and mutated her into an intelligent and less bulky female version of the Hulk. Not only had her appearance and physical abilities change but also her attitude, while first she was a Grade-A student who avoided trouble as She-Hulk she is flirtatious, and currently a bit of a party girl. She now attends university and is studying a course in law though she has apparently not succeeded as well as her parents hoped because of she spends most of her time at parties and though she doesn't get tired it interferes with her studying. She is permanently in her She-Hulk form and her super strength stays fixed at the strength that a calm Hulk would possess, also like the Hulk she possesses a strong healing factor, she isn't known to suffer from fatigue or injury unless her skin has been pierced with an Adamantium or Vibranium weapon or she has been exposed to Gamma Rays, unlike the Hulk she possesses the same intelligence she had while she was Jennifer Walters. More recently She-Hulk joined a three woman vigilante group with Former New Warrior Turbo and the enigmatic Spider-girl and when asked she wishes to have nothing to do with any investigation into Spider-girls identity._**

**_Sorcerer Supreme_**

**_Dr Stephen Strange was a gifted though arrogant surgeon, he was well known for the lives he saved and he prided himself in the praise he received until a tragic car accident cost him the use of his hands, left bitterer than he was before Strange began a pilgrimage of sorts to find himself. His travels led him to one known as the ancient one, although at this point he refuses to reveal any details Strange was apparently caught in the middle of a murder attempt by the ancient ones disciple Baron Mordo, Strange managed to warn the ancient one and so Mordo was defeated and banished from the Ancient Ones presence. At that point on Stephen Strange started learning from the ancient one and through magic his hands returned to their normal state but Dr Strange apparently claims that he found a bigger responsibility as Sorcerer Supreme. So far no agent who has monitored him has seen the extent of his magical abilities and no one knows whether he really has faced an entity known as Baron Mordo. His home the Sanctum Sanctorum is filled with many magical artefacts and it is also where the Defenders sometimes meet and where Strange also teaches his own apprentice Wong. Greer Nelson AKA Tigra is also Doctor Strange's partner and the two share a relationship similar to a pet and it's owner but Strange claims that Tigra acts a lot more human when they are alone._**

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Anyone whose heard of US Agent knows that he's been appearing in earlier chapters, I dont know much in detail about some of the other less known Marvel characters so i'm just writting their personalities and back stories from what I do know and adding my own imagination to them. I hope I havent disappointed any Shang-Chi and Tigra fans by making them mutants and I hope the super soldier project Aeon isnt a bad idea it's similar to Project Rebirth and Weapon X though much grander and less public in the formers case. Next chapter will feauture Sven and more action as well as introducing the European Defence Initiative (anyone whose read the Ultimate Marvels The Ultimates series will know who they are). Read and review with your opinions on the story so far and my OC's and if you have any criticisms be honest but no flames please! 


	11. Aeon

_**Disclaimer: I do not own any Marvel comic hero**_

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Marvel Universe: Becoming a hero

Chapter 11: Aeon

At the Defenders meeting place the abandoned Theatre Faith watched over the sleeping Sven with Maya Lopez. The two had been talking for hours since Shang-Chi and some of the other Defenders left. Tarantula and Arachne had gone back to the city to help the heroes that had been sighted fighting at the harbour. Faith found that she got along well with Maya, when hanging out with a group that consisted mainly of boys at school she rarely had time to just talk with a girl, of course there was Mariko but she was just in and out of school most of the time and Faith would barely be able to talk with her.

"So you and Shang-Chi are dating?" Faith asked Maya who nodded her head.

"We are mostly the same age of course there are the Spider-clones but Tarantula's just a bit too anti-social and the Scarlet Spider brothers are cute but I don't really get their sense of humour, Shang and I just connected you know, he sees me as more than just a pretty face and he understand my condition and skills, he doesn't talk to me as if I need a hearing aid, he understands that even though I cant hear him I can read him just as good so he talks to me normally and treats me with respect, that and you should see him with his shirt off" Maya said sighing as she thought about Shang. "What about you and Sven you two seem pretty close?" She asked.

"Sven and I are just really good friends, him, myself and Calvin Rankin grew up together you know, we're really close I'd like to think we'd trust each other with anything, except we've never had any issues or problems that we've needed to talk about, well except for Sven secretly being a costumed crime fighter" Faith explained with a giggle.

"Yeah I'd imagine that your one of your closest friends being the supposedly Ultimate Super Human would be a kick once you've found out, I know it was when Shang-Chi discovered it and he had always hoped that Sven would inherit some kind of ability from his father, and he always wondered whether both of their fathers had met before I swear if he wasn't good looking when sparing I would of dumped him with how anxious he got when searching for information on Aeon"

"When do you think Sven will wake up Miss Carter?" Faith asked the Night Nurse who was on her way out of the theatre.

"Knowing what's been happening lately I don't think anyone can predict the moment Sven awakes, who knows I'm afraid but don't worry he's ok" Linda said as she put her coat on and began her walk out of the theatre.

At the docks She-Hulk rampaged through the army of heroes, she swatted away both Moon Knight and Shang-chi as if they were flies then tried punching Captain America, her fist met Cap's Shield but the force of the blow threw Cap into the New Warriors.

"Damn with She-Hulk on their side the cities as good as destroyed, Cloak can you teleport her to a location away from people?" Cap asked Cloak.

"If your suggesting the Sahara desert then no, I'm just too tired from teleporting everyone here" Cloak explained wiping a bit of sweat off his forehead.

She-Hulk roared in anger as a blue skinned man wearing silver armour attacked her. Electricity sparked off his body as he punched the female Hulk across the cheek then kicked her across the same cheek again.

"Captain Marvel wait you'll only make her angrier and we all know what happens when you piss off the Hulk" Spider-man said as he shot a web out and pulled the Kree warrior towards him as She-Hulk swung her fist hitting concrete instead of flesh.

"We need a psychic or an Empath!" Mar-Vell said.

"Or maybe we need to kick that Emo bastards ass!" Turbo said flying at Gothica with an angered expression and stance. She pulled her fist back but when she struck the villains chest she merely went straight through the cloaked teenager. Gothica smiled sadistically as he watched the battle unfold from the air, suddenly he felt something strike him on the back, a purple energy wave launched by Dr Strange who had now recovered and was flying towards Gothica.

"The Mandarin is smarter than Tony gives him credit for, he's sent his men here to deliberately distract us so that he can eliminate any airborne forces that S.HI.E.L.D and the European Defence Initiative send after his fortress" Cap said knocking out an attacking Super Human with his Shield.

"Then how about we just ignore these guys and head straight for the airspace where the fortress is located" Sentry said before he flew at She-Hulk punching her in the stomach then delivering an uppercut to her jaw lifting her into the air to slam into the ground with a loud crack.

"Anyone whose capable of flight follow me we're going to attack the Mandarin and end this war before it starts" Sentry proclaimed as he took to the skies followed by many of the super heroes with flight abilities.

"Now would have been a good time to have Jean or the Professor with me" Beast said as he, Spider-girl, Spider-man, Diamond Lil and the Thing ran at a recovering She-Hulk.

"Jen calm down you're not your cousin you have control of this, you can beat whatever that Emo guy did to you" Spider-girl jumped on She-hulk's back trying to calm her down.

At that moment Gothica sneezed 'Probably someone insulting me again' he thought as he threw a volley of ten black energy orbs at Dr Strange who covered him self in a blue dome shaped shield that deflected all of the dark projectiles. The doctor then put his hands together in an triangular shape, a small yellow light glowed in the centre of the shape before a beam of light shot out and struck Gothica in the chest. Strange then pointed at the villain shooting a thin but shining strand of string from his fingertip, the string wrapped around the villain shocking him until he fell unconscious.

Even with Gothica disarmed She-Hulk rampaged on punching Beast in the chest and grabbing Lil's head smashing her against the concrete. Beast coughed and spat blood on the floor clutching his chest as he regained his breath from the powerful blow. Both Spider-man webbed up She-Hulk's feet but no matter how hard they pulled on the lines neither of them could trip She-hulk up as she continued to smash Lil against the ground with enough force that actually started to bruise her.

Jen's bestial side had taken over her at this point as saliva actually dripped out of her mouth suddenly a pair of claws ripped through her shoulder. She screamed in agony as she shook around trying to get the new comer off her back, she finally managed to grab a hold of the man and throw him off of her. Much to her shock it was Wolverine although this time he was dressed in a grey and black costume complete with a cowl.

"Growl all you want Bitch, I fought alone against the original Hulk so what makes you think a cheap female imitation can stop me…when I have allies!" Logan said scraping his claws together and smirking as She-Hulk looked behind her. "Your boyfriend teleported me to a bar quite close to Bayville" She-Hulk ran for the four that had gathered before a red beam slammed into her chest pushing her and leaving a skid trail across the ground.

"Great shot Scott!" Beast said smiling as his X-men team mates Marvel Girl, Angel, Iceman and Cyclops helped him up off the floor.

"I'll do what I can to calm She-hulk down!" Jean said putting her hands to her head and concentrating. With her telepathic abilities Jean entered Jennifer's rage infested mind and began manipulating her thoughts and the affects of Gothica's powers till eventually She-Hulk grew smaller and smaller returning to her natural Green form and falling on the floor unconscious.

"Well now that the living embodiment of the rise of women in comic books is down lets deal with the rest of these rejects" Wolverine said pointing his thumb to the fighting that was going on. All five of the original X-men smiled as they ran and flew in Angel's case to the fighting.

"Well might as well not have the X-men gaining the glory" Spider-man said and Spider-girl nodded smiling as they both followed the X-men with a pissed off Diamond Lil behind them.

Elsewhere in the middle of the ocean a fleet of Chinese, American and British ships floated on the water ready to engage the Mandarin's air fortress.

"Captain S.H.I.E.L.D. hellicarrier units have detected the Mandarin's fortress incoming along with several other signals, four of which seem to be the size of houses" A Navy crewmen said saluting his Captain.

"Have the crew man their posts and have the pilots prep their jets for launch we aren't going to let these European spandex pussies take all the credit" The Captain grunted clearly not pleased with the idea of working with China and Britain Let alone S.H.I.E.L.D.

Aboard a S.H.I.E.L.D Helicarrier 

"ATCHOOO!!"

"What's the matter Brian are you feeling ill?" A blonde haired woman asked her husband Brian Braddock a young blonde haired man in his twenties. He was in a locker room with just himself and his wife; right now he was putting on a suit with a British flag theme on his chest and back.

"Oh it's nothing Megan probably some American idiot calling the team Spandex wearing pussies" Brian said smiling as he closed his locker and put a flag themed helmet on the stool.

"Ok Brian be careful out there, Mandarin's forces seem to outnumber us even with the Rocket men and War Machine with us, but on the positive side fury called dad and apparently a flew flying heroes are on their way to assist" Megan explained. Brian merely smiled and placed a hand on his wife's cheek and gently kissed her.

"Don't worry Megan they don't call me Captain Britain for nothing" Brian kissed his wife one more time then put his helmet on. Outside a section of the Helicarrier opened up revealing Captain Britain and some of his teammates Captain's Italy, Spain and France each wearing suits designed after their country flags. They jumped out of the carrier they flew across the sky as if by some magical force that kept them from falling, they kept their arms extended like any Stereotype of a hero that could fly.

As Brian flew he heard a humming sound and smiled as a man in green iron-man armour flew beside him along with 10 air force jets and five other men in suits that looked less high tech than the Iron man armour but was of the same colour scheme.

"Good to see you again James how's Tony doing?" Brian asked but War Machine merely tapped his ear with his finger signifying that he couldn't hear him. "I'll talk to you after!" Brian mouthed as they continued their aerial wait for the Mandarin.

Minutes passed and the battle began, any and all attempts that the Navy made to fire upon the Mandarin's floating palace was met with failure and a subsequent sinking of each ship courtesy of either a Fin Fang Foom android or one of the Flyers.

"Dum Dum Dugan to all Admiral's get all the ships the hell out of there or you'll have a military massacre on your hands, at this point you'll only get in the way" The seasoned agent in charge of the operation contacted the Admiral's of each countries fleet after yet another naval ship had been sunk thanks to one of the Flyers energy waves that the members of Captain Britain's team were now doing their best to avoid.

"DAMN IT ALL!" Brian yelled as he performed various aerial manoeuvres to dodge the attacks of five of the Mandarin's flying soldiers that were chasing after him.

War Machine meanwhile began his furious assault of the Mandarin's ship firing the missiles on his left shoulder launcher, the projectiles all collided with hull of the ship but did little damage to it, to of the oriental towers suddenly folded to reveal metallic cannons that began firing on War Machine and the Rocket men. Two of the Rocket-men flew in a straight line towards the fortress and launched two missiles each from their wrist gauntlets; they then fired their chest repulsor rays destroying one of the defence cannons but now 10 more started to appear and fire at them.

Captain Italy dive bombed towards the ocean hoping to get the 10 flyers that were pursuing him away, he quickly pulled up and flew in a straight line across the ocean, 8 of the flyers still pursued him while two slammed into the ocean probably to be picked up later by S.H.I.E.L.D authorities.

Back in New York after the Night Nurse had left Sven started to stir awake. Tigra, US Agent and Faith all rushed to his bedside, Faith squeezed Sven's hand as he opened his eyes.

"Uh hey Faith, good to see you, ugh crap it wasn't all a dream was it?" He asked putting on his usual smile.

"Sorry but I'm afraid it wasn't" Faith lowered her head placing her hand on her friends shoulder.

"Not only did I lose my powers, but I also got my ass kicked damn it!" Sven laughed trying to keep himself cheerful.

"Oh Sven you idiot!" Faith said before she buried her head in Sven's chest and wrapped her arms around his neck.

"Faith why are you crying it should be me you know" Sven said confused and US Agent merely shook his head as Faith stood up to face Sven.

"Someone needs to cry since your not very broken about all this, plus you could've been killed" She sobbed and Sven merely shook his head grinning.

"Well I didn't theirs no point in thinking about what could have happened in the past when everything worked out, still I am pissed that I got ass kicked by a bunch of guys that need to see shrinks and don't even get me started on the two guys with seriously bad costumes taking my powers"

"Then I suppose you aren't going to want to get kicked in the balls" Maya said lowering her head as Sven looked at her confused.

"Firstly who are these guys? What happened while I was out? And why is that Tiger Girl staring at me like that?" Sven asked peering down at Tigra who was purring as she gazed at him.

"Ok this is what's been happening…." Faith began her explanation of the past few hours' events to an awestruck Sven.

"You mean everyone's fighting a war right now, Cap, Fury, Shang and some of the other friends that I've made, they're out there risking their lives right now and I'm sitting in bed doing nothing, DAMN IT!!" Sven yelled banging his hands against his knees. "I don't believe this, I've lost my powers at the exact moment that the Mandarin decides to attempt taking over the world, and with how bad things are now it seems he might succeed"

"Sven there isn't anything you can do" Faith said placing a comforting hand on Sven's shoulder, which he promptly slapped away.

"THAT'S THE EXACT POINT I'M USELESS RIGHT NOW WHEN A GUY WITH MY POWERS COULD HAVE MADE MOST OF THE DIFFERENCE IN THIS ONE OF THE WORLDS DARKEST HOURS!!" Sven yelled.

"Hey Calm down buddy right now you getting angsty would be pointless too" US Agent said though rather surprised by Sven's outburst. He then put his finger to the radio built into his mask as he received a call from the Punisher.

"I've seen a few of the heroes that were on the Triskelon suddenly appearing in spots on the city, I questioned the Invisible woman and according to her Iron Man was one of those heroes who was teleported, only he hasn't appeared anywhere on the battle van's scanners" Frank explained.

"I don't often pray but in this case I pray the Tin-man hasn't been captured by the Mandarin" US Agent said.

"Oh well I don't have much love for the guy" Punisher said switching off his radio not really bothered by the situation so far.

'God how much I would love to call him an asshole but the guys got lots of guns and you'll never know if he'll decided to just shoot you in the head' US Agent thought only to be cut out of his moment of monolog when the Theatre door burst open but the strange thing was that he couldn't hear footsteps, just the humming of an engine of some kind. "SPIDER-CLONES GET OVER HERE NOW!!" He yelled as his gauntlets began glowing with energy.

**Unknown location**

Tony Stark was desperate for the feel of a glass to his lips right now, not only had his armour been removed but he was also chained to a wall in a position awfully similar to a Crucifix. He opened his eyes looking at the oriental room that he was trapped in guarded by four statues of armoured warriors that he recognised as one of the Mandarin's greatest creations, robots powered by magical energy. Tony then looked to a window that he saw the Mandarin watching from, sitting on a thrown with a cup of wine as if to taunt him by indulging himself in it's taste.

"Don't worry Mr Stark, there are many ways I could get back at you for all those times you foiled my plans but don't worry I'm just going to wait until I've conquered this planet and then I'll let the people deal with the one who could have stopped me for good when he had the chance" Mandarin said smirking as he watched Tony lower his head a little.

He thought for a minute about how this probably wouldn't have happened if he had killed the Mandarin, god knows he had so many tries but then Tony shook the thoughts away, he could never kill that was a line he would never cross.

'Come on Tony have some faith in Cap and the others, they'll figure out a way to get you out of here that is if they even know that you're here' he thought to himself chuckling.

The battle in New York had spread to the streets as more and more of the Mandarin's soldiers were teleported in along with Red Wing and Brute's gargantuan warriors.

"MICROBE!!!" Night Thrasher yelled as the Grey Gargoyle turned his overweight teammate to stone. In anger he ran at the Stone villain only to be tripped up by a yellow wire, he looked at the wire seeing that it had come from a smirking Whip Lash. Before Grey Gargoyle could even take a step closer to touch Night Thrasher Nova flew into him head butting him in the stomach pushing him towards a car. Meanwhile Iceman and Mr Fantastic were doing what they could with their powers to get people as far away from the fighting as possible. Iceman created slides that travelled from the apartment windows to the street where Shield agents had a transport parked ready to take them away from the fighting while Mr Fantastic merely stretched his arms to the windows pulling people out of the building.

"Cap if we put anymore of these people on the transport then we'll never get it to the Triskelon, there's barely anyone to breathe in there as it is" An Female Blonde Haired Agent informed Cap who was assisting in evacuation.

"Get on the horn to Fury Agent Carter and get him to bring another transport ship here, also I want an update on how Black Widow's side of the city evac is doing" Cap commanded.

"There's the thing sir the Black Widow isn't assisting in Evacuation we have no idea where she is" Agent Carter said and Cap put his hand to his chin thinking for a moment.

"Then who's assisting in evacuation?" he asked.

"Right now no heroes apart from Speedball, Hercules, Ant-man and Mockingbird, they are apparently against 100 stone soldiers and Hypnotia has hypnotised most of the civilians and ordered them to riot, our agents cant hold them much longer"

"Tell them I'm on my way to help, you take care of evacuations here" Cap commanded before running off to the neighbourhood where Speedball and other heroes were fighting.

Spider-man swung from building to building towards Dread knight, he jumped in midswing landing on Brute's shoulders, ignoring him he jumped and kicked one of the Grunts in the jaw, then punched Brute in the chest. Using two well-aimed webs that he shot at two stone soldiers either side of Dread knight he pulled the two soldiers slamming them into the knights back. Spidey then performed a front flip kicking Dread knight in the chest; pulling his fist back he gave Dread knight one more punch to the face that knocked him unconscious.

"AMAZING SPIDER-MAN!!" Beast applauded bouncing off of one of the abandoned cars and kicking one of the Warriors in the back of the head.

"I PREFER SPECTACULAR!!!" Spider-man yelled before he began punching Brute in the jaw. But Brute took hold of Peter's arm and bended it leaving a sickening crack sound as Spider-man clutched his broken arm in pain. "DAMN IT!" He cursed as Brute towered over him smiling under the second skin.

"I'm going to enjoy this Spider-freak do you know it was you who put my brother in the joint" Brute said in anger.

"Who in the world says Joint anymore!" Spider-man scoffed using humour even in the worst of situations as always.

"BASTARD I'LL TEACH YOU TO BE SCARED OF ME!!"

"BACK OFF STEROID FREAK!!" Tarantula yelled punching Brute off of Spider-man.

"Y…you!" Peter uttered shocked since he had forgotten about his clones. He then felt a gentle hand on his shoulder and looked to see the girl version of himself in her usual black costume.

"Jessica stay back this guy's mine" Tarantula said glaring at Brute under his mask.

"Sure go ahead Miguel" She said calmly as her "brother" jumped at Brute.

"So you guys made names for yourselves?" Spider-man asked though this reunion was actually awkward for him since it was a female version of himself he was talking too.

"We just cant call ourselves by our codenames anymore we need to make our own identities for when we're not kicking ass and taking names, I'm sorry that sounded a lot cooler when Scarlet Spider 2 said that" Jessica said sheepishly laughing embarrassed by her attempt at humour but this joke seemed to put Peter at ease as he painfully bent his arm back in place.

Tarantula and Brute ran across the war torn city occasionally trading blows both determined to kill the other. Neither of them held back in their punches and when their fists clashed together they sent shockwaves that cracked any windows near them.

"DON'T THINK I'LL BE BEATEN BY A MULTIPLE ARMED FREAK LIKE YOU!!" Brute yelled throwing a punch at Tarantula, which he ducked under.

"You now what they say quantity over QUALITY!!" Tarantula shouted as he began applying multiple jabs to Brute's chest, stomach and face. He then pulled his left fists back and punched Brute as hard as he could one last time the force of the blow throwing him off the roof they were fighting on. Tarantula ran to the edge and launched six webs from each of his wrists catching the villain before he slammed into the concrete. "I hope you've enjoyed your viewing of eight legged ass kicking and if you enjoyed that you might also enjoy the cooking channel, how to handle bread dough" Tarantula joked as he wrapped the teenager in a web cocoon. "Ok it's official I suck at joking at least Spidey's got the wit for it, why couldn't I get his wit like the Scarlet Spider's did?" he asked himself slapping his forehead.

Speedball spread a concussive barrier around himself protecting him from the attacking stone soldiers. "If only I brought the camera crew this adventure would of sky rocketed our ratings" he said cockily before a red fist broke through his field and slammed into his face.

"No matter how high a rating you get your show's still a load of bullshit!" Red Wing said angrily, he grabbed Speedball by the neck and swung his fist back ready to beat the overconfident hero to death.

"GET AWAY FROM HIM!!" Hercules yelled rugby tackling the teenage super soldier.

"Don't you see glory seeking fools like him have to die!" Red Wing said holding Hercules in between his armpit.

"Thy encounter's with the Mighty Odinson has taught me that all life is precious and I will not be out done by him, I will save more lives then he ever will" Hercules said determined as he grabbed Red Wing by his waist and threw him over his shoulder. Red Wing landed on his back so hard that he left a man shaped indent and crack on the floor.

"Whatever dude!" Red Wing muttered before he punched Hercules in the jaw sending him flying into the air. The red armoured villain flew after the supposed Greek Legend, Red Wing slammed his elbow into Hercules's jaw; the force shattered Hercules's front teeth and sent him tumbling back down to the ground where he landed with a bang. Speedball coughed up most of the smoke and dust left from Hercules's landing and turned his attention back to Red Wing who crept towards him.

"Now look man I get enough wedgies in college so could we just do this another time perhaps when I haven't just seen you take down a god" Speedball said smiling sheepishly.

"Sorry man but I've been wanting to smash your skull in ever since I saw it on the TV!" Red Wing.

"Not today young man!" Red Wing turned his head only to be met with Cap's fist.

Captain America swung his Shield arm back and swiped Red Wing across the face; he then swung the Shield and struck Red Wing in the head once again.

"Hitting Children goes against my ethics but I'm under orders now" Cap said before he pulled his arm back and punched the teen straight in the nose. Red Wing stumbled back a bit and Cap shook his hand never expecting the boys skin to be as hard as iron.

"I beat Hercules what makes you think you can beat me?" Red Wing asked the Captain cockily.

"Simple he's a former mental patient who happens to have super strength" Captain said letting a small grin slip before he resumed his fight with Red Wing. Mockingbird and Ant-man meanwhile were busy fighting the Stone Soldier's and disarming the hypnotised civilians withy the aid of ten Shield agents all of whom were aimed with batons, their regular twin pistols and tranquilliser guns.

Mockingbird smiled as she waved her blonde hair around and smashed the stone soldiers with her steel staves. She adjusted her mask a bit and brushed the dust of her silk black costume before she resumed her fight with the stone soldiers. Ant-man was slashing some of the soldiers to pieces with their own swords; he didn't have a lot to work with since most of the ants he could summon were probably hiding or dead.

"We can't hold under these conditions for much longer" Scott said slicing a stone soldiers head off and avoiding the swipe of one's sword.

To say that all of the heroes were having difficulties wouldn't of done Wolverine justice as he sliced through a large number of Stone Soldiers to the point where he was actually playing king of the hill on a pile of stone fragments slicing any soldier that tried coming up it.

"I'M THE BEST THERE IS AT WHAT I DO!!" Logan yelled almost happy that he was being ganged up on.

"Should we help him?" Iceman asked Sasquatch both watching the wild man from an alleyway.

"And spoil his fun, I don't think so!" Sasquatch muttered.

"ANGEL GET THOSE PEOPLE OUT OF THAT BUILDING AND FLY THEM TO THE TRANSPORT!" Cyclops commanded and Angel obeyed.

"SNOWBIRD YOU ASSIST HIM!" Guardian yelled to his teammate not wanting to be outdone in terms of leadership by a guy half his age. "BOX TAKE OUT THOSE GRUNTS USE NON LETHAL WEAPONS ONLY!!"

"You got it boss" Box nodded as numerous guns folded out of his shoulders, waist and wrists. Bursts of energy shot out of the guns knocking the Super powered teen down.

"Now that's a lot of guns" Beast chuckled and Marvel Girl nodded giggling.

"JUST GET KNOCKED DOWN OLD MAN!!" Red Wing yelled punching Captain America's shield and sending the bearer rocketing towards a street lamppost.

Steve rubbed his aching back before he put a determined look on his face, that was the last straw nobody called him **old!**

He ran at Red Wing throwing his shield into the boy's chest. The Shield returned to his arm as he approached Red Wing and punched him in the jaw, he then swung his shield arm cutting Red wing on the cheek with the sharp tip of the shield. Before the Captain could punch Red Wing again the skies started to light up with thunder and lighting.

The heroes and the villains looked up to see a black version of the hero Ultimate flying out of the skies carrying a black hammer.

"Sven!" Captain America whispered before Ultimate threw the hammer he carried at the ground that shook as electricity slammed around the heroes.

"HAIL THE MANDARIN MAY ALL HEROES FALL!!" Ultimate yelled and began laughing hysterically as the thunder grew fiercer.

From the command centre on the Triskelon General Fury's eye widened, as he looked at the images his agents in the city showed him.

"No the kid could never do it, he'd have no reason to" Fury said shaking the thought of betrayal away. "But even the most innocent of us can be corrupted even one like him" Nick slammed his fist against the desk and gritted his teeth together. "Implement the Ultimate Power drain plan" he commanded and the soldiers at the computer's nodded their heads as they got to work.

Ultimate sniggered as he grew to a giant height and began swatting away any hero that approached him like flies. He looked down at the heroes and with one yellow beam shot from his finger they all screamed out in pain.

"WASPS STINGER'S!!" Hawkeye yelled trying to ignore the pain. The bowmen looked around and saw that Ultimate had not only zapped the heroes but his own men as well even the Mandarin's elite lackeys.

"Damn that idiot, he's actually lost his mind" Red Wing said forcing himself off of the floor. "Old man you should really think about staying down cause if you guys get up Ultimate will only want to do it more"

Onboard the Mandarin's airship the said villain watched the chaos unfold in the city from the screens in his throne room. "You've created a magnificent Super Soldier Mr Stark, it was only my rings that discovered the true way to determine ones power, did you know that the one who took the serum and became my Dark Ultimate was originally quite a calm and silent young man but now not only has the serum and the magic of my rings given him Ultimate Power but the vision to understand his power and how brilliant it is" Mandarin explained to Tony through an intercom system.

"You've only given the poor boy insanity" Tony said.

**The airspace outside**

"THIS IS GETTING USELESS DUGAN WE NEED TO RETREAT WE'VE MANAGED TO DISARM THE FORTRESS WEAPONS BUT THIS BITCH FLYING AROUND SEEMS TO BE A BETTER STRATEGIST THEN WE THOUGHT, AND SHE'S ALREADY KILLED TWO OF THE ROCKETMEN!!" War Machine yelled on his Radio.

"Don't Worry Rhodes help is already here" Dugan smiled as the flying heroes passed the Helicarriers. Wonder man flew straight for a group of flyers, he punched two of them knocking them out and holding them by the arms deciding that he'd take them to the Helicarrier. Some of the Heroes started to grapple and engage in fistfights with the Flyers. Captain Britain and the other European Super Soldiers flew in a line formation towards the Fortress. Brian nodded to his fellow Captains as their costumes began to glow with a pale light. They suddenly picked up speed until they slammed into the Fortress like four speeding bullets.

"Ok boys lets tear it up" Captain Britain said to the other Captains who all gave him the thumbs up sign before they flew off in separate directions. War Machine flew towards the hole that the Captain's had created with the remaining three Rocket men behind him. Suddenly the Green Fin Fang Foom android flew towards the squadron.

"AAAAAAGGHH HELP ME!!" One of the Rocket men screamed as the dragon grabbed him in its mouth and began crunching down.

"BASTARD!!" The Remaining two Rocket men yelled as they shot at the dragon with their full power repulsors.

Rhodey looked back for a second at the Rocket men holding off hitting the Green Dragon with everything they had. "I'm sorry!" He muttered before he flew through the hole and began his search for Tony one of the friends he wouldn't let die.

Hellfire squealed in delight as she bombarded any hero that approached her with flames.

"Shit she's too hot for even me to get to" Human Torch said as he flew away from Hellfire.

"There are plenty of women that are too hot for you to handle Johnny" Sentry muttered.

Captain Marvel's suit gave of a fierce surge of energy as he flew at the blue Dragon. In one swift movement of his hand Captain marvel blew a hole through the androids chest forcing it to the water below where it exploded. Sentry and Falcon knocked two flyers out each and began their flight back to the Helicarrier, Sentry stuck his arm out and one of the flyers flew into it knocking himself out from the sheer force of hitting what was to him a steel wall.

"Now that the Flying Tights are here we've got a bigger advantage, Cap Marvel's already taken out one of the dragons and it should be imminent till we all have the strength to gang up on that bimbo flying around the fortress" Dugan explained to some of the soldiers who weren't really paying attention to his rants.

The Theatre 

"I hope you guys have strong stomachs because that's what you'll need when you see the sight of this ugly bastards brain splattering across the stage" US Agent threatened clicking his fists and neck.

Standing before the Defenders and Faith and Sven was MODOK Mandarin's head scientist, a genius, a coward and a man that was nothing more than a oversized face in an orange and purple coloured exoskeleton that hovered above it's spot.

"Wait please let me explain the situation" MODOK began his voice filled with panic and fear.

"What is there to explain, you're a coward whose serving a villain and you deserve an ass kicking" One of the Scarlet Spiders said.

"True that I did serve the Mandarin out of fear I'm afraid it is no longer in my best interest to serve that man"

"Who would have thought the Mandarin's going to kill those who are of no use to him" US Agent laughed.

"While when he has conquered the world he may have no more use for me he would still use me to create robots capable of enforcing his rule, and of course weapons for his conquest of countries like Latveria and Atlantis, he wont be happy until he has everything under his control, I do not wish to serve a mad man any longer who is right now destroying a city and using children as soldiers"

"YOUR NOT SERIOUS!!" Sven yelled jumping off of his bed and running right to MODOK's face. "Cant you just use that cure thing that Whip Lash and Dread Knight used on me?"

"I'd need a far greater supply of the original serum to create a cure on the scale that Mandarin has created his army from, I also have to consider the fact that Mandarin's magic and alien technology has severely altered what once turned you into Ultimate, in fact he's created his own Ultimate Super human, one capable of using the original Avengers powers and copying other Super Human and mutant power and now that he's in the presence of all the heroes in the city just imagine the amount of power he wields now" Modok explained almost panicking in Sven's presence.

"So if you want amnesty go to S.H.I.E.L.D" US Agent scoffed.

"I would but S.H.I.E.L.D has spies for Hydra within it's walls, not to mention those that are really in charge of the organisation now, the men who created a Super Soldier Project known as Aeon" Modok said and these words caused Faith and US Agent to gasp.

"Aeon what's that?" Sven asked.

"A project implemented by Shield more than twenty years ago to create a generation of soldiers that could battle Super humans, it was also one of S.H.I.E.L.D's first attempts at creating a formula that matched Doctor Reinsteins serum, I know this because at the time I was a scientist working on a particular section of the project, you see we were creating a process that would not only increase a soldiers physical abilities but allow him to harness different forms of known energy that included electricity, solar, Nuclear and wield this energy to increase his speed and strength to Super human levels. Anyway the project was better than a success though might I add the men and women in charge of it didn't see it as such, they would have shut it down in favour of one that turned one's whole body into a living cannon of sorts if it didn't affect their psyche. We were able to continue our work until Hydra came, the terrorist faction burst into our labs shouting out their usual Hail Hydra garbage, they killed most of my fellow scientists and friend and even some of the soldiers that was until they started fighting back the living cannon experiment broke out of his containment field and massacred the agents, but unexpectedly he turned on us destroying the lab and he was even ready to go on a rampage through the city if not for our little project blowing a hole through the crazy bastard. Anyway project Aeon had virtually been destroyed but the people in charge wanted to clean up which means that anyone who knew about the project had to die, because you see their were more controversial experiments going on and they would have been apprehended for crimes against humanity, they began killing anyone who was involved in the experiments, those who didn't die went on to secure their legacies, the sons and daughters of the Aeon project like that tiger girl there, I know that they are all dead except for the soldier who I experimented on, he's currently in hiding"

"So that's why you came to a bunch of vigilantes?" Maya asked.

"I beg of you please stop him stop the Mandarin, all I ever wanted to do was create a Super Soldier that would save lives that's what both I and the soldier agreed on doing, but I broke my promise please let me fulfil it by giving you this serum" Modok said opening the palm of his purple hand to reveal a syringe with a green liquid in.

"Hey wait a minute first you take Sven's powers now you want to give him new ones?" Faith asked.

"I can help the others and I can save lives again" Sven said in amazement as he reached out for the syringe only to be stopped by Faith who grabbed his wrist.

"Sven don't do this don't sacrifice yourself for people when they might not even be grateful to you" Faith said cupping Sven's cheeks in her hands.

He squeezed his hands into fists and gritted his teeth together. "Did you think for a second I was looking for thanks?" He asked his childhood friend. "No I didn't did I, I didn't ask for my name to be known, for papers with either good things or bad things written about me, I don't care whether people smile or glare whenever they hear my name, I don't care whether they throw stones or flowers at me when I'm on the street, I don't care about what people like JJ Jameson write about me, all's I'll ever care about is saving people even if they don't want me to be their rescuer, go ahead and shoot me doc" Sven said causing Modok to chuckle.

"You remind me a lot of that old soldier, here I made modifications to it using a blood sample from when you were Ultimate, you can now permanently mimic the abilities of 3 Super Human's" Modok said smiling as Sven took the syringe.

"Sven are you sure you want to do this there will be no going back for you" Faith said, while she was somewhat touched that Sven would offer his life for anyone she was also concerned for his safety.

"I would never hesitate" Sven said smiling the blushed furiously as Faith kissed his cheek.

"For luck idiot" She said.

"If your going back to costumes then you'll need one of your own" Maya said walking towards the group carrying a small white box.

Sven's eyes grew wide as he looked in the box, most of the clothes inside were just old clothes probably thrown out of someone's house except for an interesting looking Navy Blue shirt, the sleeves were three quarters in arm length and had a grey coloured patch, their was also a grey circle shape in the chest area with what looked like an A sown into the fabric of the shirt. Maya smiled as Sven gazed at the shirt in amazement, the shirt was actually made by Shang for him; he had wanted Sven to possess a costume when his powers had awakened.

Sven had removed his older clothing and replaced it with the makeshift costume; he wore the custom made shirt, a pair of baggy cargo trousers with blue sneakers, he also wore black gloves and held in his hand what looked like a black Spider-man mask. "We're did you guys get this?" he asked curiously.

"You've never believe the amount of time the original would just leave his clothes around town, I think we found a pair of his trousers once" One of the Scarlet Spiders said.

"Dude do you think about your jokes because that sounded wrong" US Agent said shaking his head.

"Ok I'm ready, thank you Modok I wish there would be something I could do to repay you but most likely it would involve going against everything I stand for so you'll have to settle for a thank you ok" Sven said to the former scientist and stabbed the needle into his arm.

Suddenly Sven cried out in pain as gold mimic markings appeared on his face and arms, he fell on his knees clutching his head.

"SVEN!" Faith screamed kneeling down and cupping Sven's face. "Come on Sven you can get through this"

"This pain is too damn much!" Sven cried his tears dripping onto the stage. "I don't know anymore, if I cant take this then how am I going to fight Mandarin AAAAAAAGH!!"

"SVEN!" US Agent yelled removing his mask and revealing to both Sven and Faith his real identity.

"John!" Faith said her eyes wide in shock.

"Slap me later, look Sven don't just give up when you've gotten so far, you're a stubborn ass remember!" John said patting Sven on the back.

"He's right Sven remember when we saw the Rocky movie, remember that speech and how you said you'd use that in whatever you do" Faith said remembering the old times they had always spent together.

"Yeah I remember" Sven groaned as he began forcing himself up off the ground gritting his teeth together. "From the mouth of Selvester Stallone AKA Rocky Balboa _"it aint about how hard you hit it's about how hard you can get hit and keep moving forward, how much you can take and keep moving forward, if you know what your worth then go out and get what your worth but you've gotta be willing to take the hits" _DAMN RIGHT ROCKY!!!" Sven yelled finally getting up off the floor. The mimic mark disappeared as he laid his eyes on the Scarlet Spider-clones and a smile crept across his face as he put on the old Spider-man mask.

"You know I think when I get the chance I'll modify the mask, cause I cant steal Spidey's eyes forever" Sven said and John and Faith chuckled at that comment.

"Well Mr Mimic what should we do now?" John asked as he put his mask back on.

"Aeon call me Aeon and our main plan is to first join up with the heroes in the city so what do you guys say lets go and save the world" Aeon said stretching his hand out, the Scarlet Spider's all placed their hands on Aeon's followed by US Agent and Tigra then a black gloved hand slapped on top of theirs.

"I suppose the only thing left to say is let's kick ass" Maya said in her Ronin costume.

"Do you have any idea how corny that looks Sven?" Faith asked giggling at the heroes with theirs hands all linked in the middle of a circle.

"What you never get moments like this anymore Faith"

Next Chapter 12: To the rescue

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**_So what do you all think good or bad please review! The X-men that appear in this fic are the same as the group in my Xmen: Academy X fic. You'll see more of Aeon in action next chapter_**


	12. To the rescue

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Disclaimer: I dont own Marvel

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Marvel Universe: Becoming a hero

Chapter 12: To the Rescue

Sven's eyes widened in horror as he looked at some of the taller buildings in the city. They were in ruins and the sky had been darkened by storm clouds, thunder crashed into the Earth,

"Whew now that's a site isn't it?" Scarlet Spider asked US Agent who nodded his head.

"Let's go guys we need to get to where all the fighting is so we can support Cap and all the other heroes" Aeon said narrowing his eyes as he shoot a web out and began swinging with the Scarlet Spider's while Ronin, US Agent and Tigra ran and jump across the rooftops.

"YAAAHOOOOH I NEVER GET TIRED OF THIS!!!" Aeon yelled at the top of his lungs, sure he did like flying but if there was one way to travel for him then swinging from building to building was it.

The group stopped at one of the buildings where they had a clear view of all of the fallen heroes and above them the new Ultimate.

"So what exactly do you have planned?" US Agent asked.

Aeon lifted up his mask so that Maya could read his lips "We're going to first draw Ultimate into a close range fight then we'll try over powering him with numbers, I see Cap down there I'll go and get him to help us, Scarlet Spiders you guys know what to do to piss Ultimate off right? Ronin I know you're more than capable of holding your own but try to avoid fighting this guy head on he's way beyond simple Nanchaku and martial arts just try tending to Shang and some of the other heroes, US Agent you and I are going to wake Cap up cause if there's anyone who can lead us against the Mandarin it's him" Aeon explained.

"Well you guys heard him let's get to work" US Agent said patting his friend on the shoulder. They both jumped off of the roof Aeon landing with a crack on the road and US Agent using the blasters on his gauntlets to slow his fall.

Aeon immediately ran for Captain America's unconscious form checking his vital signs to see if they were all right and for the future mimicking the Captain's strength. "Cap are you ok?" He asked as Steve stirred awake.

"Sven is that you? What happened to your second skin?" Cap asked recognising Sven's voice behind the mask.

"I'm Aeon now, Cap you've got to get up sure this guys powerful but that doesn't mean we cant go down fighting and right now we need someone to rally us"

"Yeah your right son" Captain America forced himself off the ground with a tear in his shirt and a hole on the top left part of his mask. "EVERYONE WE CANT AFFORD TO LOSE NOW!!" Captain America's roar was filled with the natural leadership that you would expect from a former war hero like him "I KNOW SOME OF YOU ARE BROKEN AND BATTERED BUT ANY OF YOU THAT CAN MOVE ANY OF YOU WHO ARE WILLING TO LAY DOWN YOUR LIVES NOT FOR GLORY BUT BECAUSE IT'S THE RIGHT THING TO DO, ANY OF YOU GET UP OR HELP EACH OTHER UP AND FIGHT! **AVENGERS ASSEMBLE!!!!"** Cap picked up his Shield and yelled the Avengers summon phrase. Many of the heroes that had heard him began to force themselves off of the ground and turned their eyes to Ultimate who was engaging the three Scarlet Spiders. He shot lighting from his black hammer but the Spider's were far too fast flipping around the rooftops and firing webs at the villain but the threads merely dissolved when they got within a foot of reaching Ultimate who was generating an electric force field.

"Fools I am Ultimate power" Ultimate cackled as he threw his hammer at the ground that the heroes stood on, the heroes screamed in pain as lighting flashed around them and ground shook beneath them.

"Damn we aren't going to get very close to him up there" Cyclops said wiping a bit of blood off his nose.

"There is one way" Wolverine said popping his claws out. "I need someone with a good throwing arm" he looked around and smirked when he saw the Thing. "Hey Granite skin get over here" He grunted.

"What'd you call me punk?" Ben growled walking up to Wolverine.

"Bet that makes you angry Desert Thing, lets see you use that anger to throw me at the kid up there" Wolverine said pointing towards Ultimate. "Jeannie use your TK to keep me on a steady path and to increase my speed"

"Got it" Marvel Girl said putting her hands together ready to use her Telekinesis.

The Thing grabbed the back of Wolverine's shirt and began swinging him round. When he let go the Canadian mutant was sent flying into the air towards Ultimate his speed increased by Jean Grey's powers. The moment Wolverine hit Ultimate's barrier he grunted as the thunder burnt at his skin but every burn mark disappeared thanks to Wolverine's healing factor. Ultimate turned his head as he felt something slamming into his barrier. His instincts proved to be too late as a burnt but healing Wolverine flew towards him, the Alpha Flight member slashed him across the chest then promptly fell back towards the city.

"Damn bastard, do you seriously think you can kill me when I can just copy your Regenerative powers?" Ultimate wondered as the deep cut on his chest began to heal. However Spider-man, Spider-girl and Arachne took this moment as their chance to shoot their webs at Ultimate's feet. They pulled down on the web lines as hard as they could shocking Ultimate as he began sinking towards the ground.

"GOLIATH GRAB HIM QUICKLY!" Captain America yelled and a pair of giant gloved hands covered the sinking form of Ultimate. The Giant African American Man known as Goliath smirked as he threw Ultimate into the ground leaving a meteorite-sized crater and an angry Ultimate.

"LUKE CAGE, HERCULES AND DEMOLITION MAN PIN HIM DOWN QUICKLY" Captain yelled and Hercules pinned Ultimate against the floor with the help of Luke Cage an African American man who wore simple street clothes and Demolition Man a man wearing a red suit with a mask similar to Wolverine's.

"Keep him held down guys I'll see if I can't give him a brain freeze" Wasp said as she shrunk and grew her insect wings. She flew towards Ultimate's ear but much to their surprise the teenage villain began shrinking to Wasp's size. He swung his tiny fist back and smacked Wasp in the head breaking her nose and throwing her into Hercules's hands.

Ultimate suddenly grew to giant size driving his elbow into Goliath's stomach then head butting him. The Gigantic hero fell to the floor barely avoiding some of his fellow heroes. But Goliath wasn't done yet; he looked to the side of Ultimate's legs and smiled when he saw a thick web line running from each of the buildings behind the general's legs. He thrust his legs forwards into Ultimate's stomach, the force of the kick forced Ultimate to trip over the web line and tumble to the ground.

"This is growing troublesome" Ultimate said as he shrunk back to his normal size. Suddenly Cap's Shield slammed into his neck and rolled across the ground. He turned his eyes and glared at the old soldier as he ran towards him with Iron Fist, Moon Knight and other heroes behind him.

"That's what you get when you mess with heroes Ultimate a whole load of troublesome situations" Cap pulled his fist back and threw one of his hardest punches at Ultimate however the villain grabbed his arm in midswing and twisted it. Ignoring his out of place right arm he punched Ultimate in the chest with his left then dealt a swift kick with his right foot.

Iron Fist's hand glowed a pink colour as he and the other Defenders approached Ultimate. Ultimate's mimic markings glowed a pink colour as he copied the Martial artists powers and made his hand glow the same colour. Both of the fists smashed against each other the shockwave threw both them and other heroes to the ground. Dare Devil, Ronin and Moon Knight jumped to their feet and ran at the recovering Ultimate. They smashed their Stave's against Ultimate's back as hard as they could, fortunately this was enough to make the Super Soldier cringe but unfortunately it also earned them his anger as he glared at the three Vigilantes.

"JUMP QUICKLY!!" Dare Devil yelled, while both he and Ronin were fortunate enough to dodge the Wasp sting that Ultimate fired from his finger the said beam cut through the unfortunate Moon Knight. He fell on the floor blood pouring out of the area of his chest that previously held one of his kidneys.

"SPECTOR!!" Shang-Chi yelled running with Aeon and US Agent towards the Comatose Moon Knight.

Using Iron Fist power Ultimate punched Shang in the stomach forcing him to fall on his knees coughing blood and sweat onto the crumbled ground.

"That's it you're going down, GET HIM GUYS!!" Aeon yelled as an army of ground based heroes and Shield agents charged at Ultimate.

"GET BACK BASTARDS!!" Ultimate yelled thrusting his hand forward and unleashing blue bolts of electricity on the heroes. While it forced most of them back others were strong and brave enough to continue running towards him such as Tigra, Wolverine and Tarantula. Tigra roared not like a house cat but like the tiger that she resembled as she pounced on Ultimate cutting him across the face with one of her claws. Before Ultimate could shout out a curse Wolverine stabbed his claws into Ultimate's chest, he then rolled onto his back keeping his claws dug into the teenager's chest until he kicked him away from him.

"You could have just given up you know" Tarantula said as he began punching Ultimate rapidly with all of his fists.

"And Maybe you shouldn't have knocked all your other allies out either" Hawkeye said pulling the string of his bow back and shooting two arrows into Ultimate's back. Before he could pull the two sticks out of his back Aeon punched him across the cheek pushing him into an already crushed and broken car.

"You seem familiar somehow, yes your presence matches that of the original, well I'm more powerful than you ever were as Ultimate fool" he cackled.

"That's a matter of opinion you know, I may not have god like abilities and an unlimited number of powers to absorb but unlike you I've got allies"

"Numbers don't equal victory" Ultimate said glaring at Aeon

"NO IT'S FRIENDSHIP!" US Agent yelled opening the palm of his hands and launching two red beams from his gauntlets, the beams slammed against Ultimate's shoulder pushing him across the ground. Cyclops and Guardian fired their energy blasts either side of US Agent. The raw power of the energy waves threw Ultimate into one of the abandoned buildings, which soon crashed down on him.

"ALL RIGHT TAKE THAT!!" US Agent yelled clapping his hands against Guardian's and Cyclops.

"I bet that's the first time you've been high fived aint it boss" both Iceman and Puck teased their leaders and began laughing as they jinxed each other.

"Did we get him?" Sasquatch asked before his question was answered as Ultimate suddenly shot out of the rubble flying into the air. He put his hand to the air and gathered all of the Thunder that was roaring into a ball of electrical energy. He smirked as he swooped like a jet towards the heroes.

"EVERYONE GET DOWN!!" Aeon yelled as his body was surrounded by a pale blue aura of energy.

"AEON WAIT!!" Cap yelled clicking his arm back in place and picking up his shield.

"KEEP AWAY FROM MY FRIENDS!!" Aeon yelled jumping at Ultimate. The two smashed their fists together creating a miniature explosion of energy that threw both of them away from each other. While Ultimate casually recovered in midair Aeon skidded across the ground dragging his hand to try and stop himself.

"Foolish boy trying to defeat me with a pitiful technique like that" Ultimate said placing his feet back down on the ground and casually walking towards the heroes, a pair of claws popped out of his knuckles similar to Wolverines and as Thunder smashed against the floor around him Ultimate's eyes glowed a red colour and his arms were surrounded by a pink aura. Before any of the heroes could even move Ultimate unleashed the power of Cyclops optic blasts throwing most of the heroes back, he then jumped towards Wolverine slashing him across the chest and punching him in the stomach with the Iron Fist technique.

"Don't give up!" Captain America whispered getting off the floor and running with Puck and Sasquatch followed by Iceman who was flying towards Ultimate on an ice slide.

"Fool I have strength!" Ultimate said punching Captain America's shield sending the soldier flying into Iceman. "I have speed" Ultimate jumped and kicked Sasquatch in the chest similar to the way Puck would kick his opponents. "POWER!!" Ultimate shot his stolen Optic Blasts at Iceman hitting him in the chest and knocking him to the floor. "But more importantly weaklings I posses something none of you ever dreamed of having ruthlessness!" Ultimate smiled sadistically as he caught Puck's foot and dangled him in midair.

"Ooooh your berating a midget that's real evil aint it" Eugene scoffed sarcastically until he suddenly felt a shiver run down his spine. Snowbird screamed as she and the other members of Alpha Flight looked in horror as their teammate was slowly turned into a motionless ice statue by a smiling Ultimate.

"EUGENE!!" Guardian yelled trying to fly to his teammates aid but stopped in shock when Ultimate smashed the statue against the floor and the pieces that were once one of Alpha Flight's most proudest member scattered across the gravel.

"That's what happens when you have useless baggage on a team" Ultimate said crushing what was once Puck's foot.

"Eugene" Guardian whispered as a tear rolled down his and most of Alpha Flight's faces. All accept one who was overcome by his bestial instincts.

"BASTARD YOU KILLED EUGENE!! WHEN I'M DONE WITH YOU THERE WONT BE ENOUGH OF YOU LEFT TO IDENTIFY YOUR FUCKING BODY!!" Wolverine yelled running at Ultimate faster than he ever had before. He slashed at Ultimate cutting him in various places, however this proved to be useless as every single wound no matter how life threatening was promptly healed by Ultimate's copied Healing Factor.

"LOGAN WAIT YOU'VE GOT TO GET OUT OF HERE, WE CANT BEAT ULTIMATE SO LONG AS HE'S USING YOUR HEALING FACTOR!!" Reed Richards yelled grabbing the insane Wolverine and pulling him away from Ultimate.

"I don't believe it, he actually killed another human being" Red Wing whimpered. He had been watching the battle the entire town, his eyes were still fixed on the spot that Ultimate had killed Puck. He knew that the super soldier process had drastically altered Ultimate's mentality; he knew that the once silent kid he had bumped into in Mandarin's palace was no more.

"I have teleported Moon Knight to the Sanctum Sanctorum where Wong can tend to his wound, right now we must focus on stopping the Mandarin, Wolverine you only being here makes things worse I'm sorry to say" Dr Strange explained ignoring Wolverine's growl. He, Logan, Steve, John and Aeon were discussing what to do next while the others fought with Ultimate.

"Mandarin must be stopped now, you guys should go and face the Mandarin while the rest of us figure out a way to stop Ultimate" Aeon said.

"There's always my way" Logan growled.

"Unfortunately your way doesn't work for me" Sven shook his head turning towards the fight. "You guys teleport to Mandarin's Palace and save Tony, I'm staying here to finish this fight my way"

"Good luck Aeon" John said. The two friends shook hands before Dr Strange cast the spell and he; John, Logan and Captain America disappeared.

Aeon thought of a silent prayer for his allies before he ran towards the fight. It had only been two minutes since Wolverine left and already Ultimate was showing signs of fatigue, he couldn't fly as fast as he could before, his punches weren't as powerful as they had been before and he behind the second skin he was beginning to sweat.

"You think you can all stop me" Ultimate said creating another black hammer and throwing it at Spider-girl and Spider-man suddenly a barrier covered the two heroes and Ultimate turned his eyes to Aeon who was actually standing side by side with the New Warriors.

"Where's your camera?" Aeon asked Speedball.

"You kidding the camera crew wouldn't have lasted eight seconds here, plus we're not here for the glory" Speedball said.

"Just close your eyes Ultimate this wont hurt one bit" Night Thrasher clicked his fists together and with one wave of his hand the New Warriors and Aeon jumped at the teenage villain.

* * *

Meanwhile at Mandarin's floating fortress the strike team had just teleported into a random part of the ship which looked like the crews courtiers.

"So where do you search for Mandarin's sworn enemy?" US Agent wondered out load.

"Most likely it'll be somewhere near the Mandarin's thrown room" Captain America said.

"I'll go in front since you guys are weakened and I'm just itching for a fight" Wolverine smirked as he ran ahead of the group.

"I haven't known him that long but that dude scares me" US Agent shivered as he, Dr Strange and Cap followed Wolverine.

Outside the flying heroes had managed to defeat half of the flyers. Hellfire threw a flurry of fireballs at the heroes, one hit Sentry but the Superman recovered and flew for Hellfire again. The girl smiled, as the star shaped fire around her body grew brighter, as her eyes glowed a black colour Sentry out his hands to his head and screamed in horror. "So that's what your afraid of" Hellfire smirked.

"Damn that heat she's giving off is too much, even I can't get close to her" Johnny said to Captain Marvel.

"There are two more of the Fin Fang Foom Dragons left and all but one of the Rocket-men are dead" Captain Marvel said frowning at the situation.

Suddenly rain clouds appeared over the sky. "The forecast never said this, you'd better fly back to the Helicarrier quickly Torch" Wonder man said his eyes narrowed under his sunglasses while a small smirk crossed Captain Mar-Vell's lips.

* * *

In the city though Ultimate was wearing out he still possessed enough power to fight the heroes. At this point he had wounded a great number of heroes and was now engaged in a fight with Aeon, She-Hulk, the Scarlet Spider's and the New Warriors Night Thrasher and Speedball and the members of Alpha Flight.

"THIS IS FOR EUGENE BASTARD!!" Sasquatch cried punching Ultimate in the jaw. Ultimate quickly punched Sasquatch away from him and took to the air.

"FOOLS I WILL NOT GO DOWN SO EASILY!!" Ultimate yelled.

**Triskelon operations room**

"General Fury we have a lock on Ultimate"

"Activate the drainer" Fury ordered. Suddenly a beam of red light shot out of a dish on one of the buildings of the Triskelon.

Ultimate yelled in pain as the beam surrounded him in a red bubble.

"What's happening?" She-Hulk asked Speedball who merely shrugged his shoulders.

"Damn S.H.I.E.L.D. they actually have the tech to do this to me!" Ultimate cursed. Ultimate's hammer turned to dust and sections of his second skin started to crack. "YOU WONT TAKE MY POWER!!" He screamed as he struck himself with lighting.

"SIR THE MACHINE'S OVER LOADING!!" One of the Triskelon's tech crew yelled into the radio.

"DAMN IT!!" Fury yelled as the computer screens in the Triskelon operations room began to explode.

Ultimate began laughing insanely as the cracks on his armour glowed a silver colour. "FOOLS I AM ULTIMATE POWER!!!" He cackled aiming the palm of his hand at the ground and in one flash thunder rained down on the heroes again.

"SCARLET SPIDER NOOO!!!" Aeon yelled as one bolt went straight through the chest of one of the Scarlet Spiders. The other two looked at Ultimate in anger and both shot webs at the villains foot, they pulled as hard as they could on the strings drawing the cackling teenager to the ground. Ultimate stood in the middle of the angered heroes specifically the surviving two Scarlet Spiders.

"I DON'T UNDERSTAND WHY YOU HAVE TO KILL!!" Aeon glared behind his mask and everyone could tell that Ultimate was smiling.

"It's very simple original, the world was cruel to me; my parents abusive, the streets I grew up in infested with crime, murder, drugs and various other heinous acts were the daily routine of my neighbourhood, and then there are you people, the heroes that parade around the world with winning smiles and shining costumes looking down on people like me who are forced to commit these acts because their life is crap"

"I'm not like that I will never smile because a camera is pointed at me but because I've done the right thing and saved a life" Aeon's eyes were to the floor but he had never been so serious. "I've learned a lot of things such as with great power comes great responsibility that we should always hold ourselves responsible for the lives we couldn't save but we never dwindle or even think of giving up because we haven't received thanks or some psycho has made our life worse, we've got to take the punches that life throws at us and keep moving forward and keep doing the right thing" As Aeon spoke other heroes forced themselves off of the floor. "I don't care if I have to spend the rest of my life fighting people like you, it doesn't matter whether you intend to change and become a better person or stay as the selfish murderer that you are now I'll stop people like you from killing others every time you try!"

"Fool you're going to die today, I'll use every super strength I absorb to crush that naïve and bleeding hearted brain of yours" Ultimate said as once again lighting started to strike around him.

"ONE MORE TIME GUY'S LET THIS BE THE FINAL CHARGE!!" Aeon yelled as he and his fellow heroes ran for Ultimate again.

Ultimate grew to his gigantic size laughing as those heroes that could fire beams fired at him. Arachne shot two webs at Ultimate's shoulders. She pulled and leant back on the lines using them as slings to launch herself at the gargantuan villain, as she flew towards him she opened the palms of her hands firing two green beams into Ultimate's eyes. He screamed in pain dropping the giant hammer and covering his eyes.

"YOU BITCH WHAT DID YOU DO TO MY EYES!!!" Ultimate roared as Arachne flew past him and landed beside Luke Cage and She-Hulk. The female clone shot another web this time hitting the back of Ultimate's neck.

"Are you guys any good at tug of war?" She asked giving the web line to the smirking heroes.

"Ready PULL!!!" Luke yelled and with one pull of the web line Ultimate was forced backwards tumbling to the ground.

"EVERYBODY HE'S GROWING WEAKER!!" Aeon yelled seeing that part of the Second Skin covering Ultimate's face was falling off. "Iceman how about you give this guy a brain freeze"

"I'm way ahead of you" Bobby grinned forming a chunk of ice in his hands; he threw the ice the way a dodge ball player would throw a ball. The chunk flew straight into Ultimate's exposed nostril; the villain suddenly clutched his head in pain as he shrunk back to his normal size.

"Man I cant believe that actually worked" Aeon said clapping his hand against Iceman's.

"You mean you didn't know that I would actually give him a brain freeze?" Iceman asked.

"No I just wanted to say something that would fit with the whole Iceman thing" Aeon grinned.

"This is for Moon knight!" Iron Fist said punching Ultimate in the chest.

"And this is for Puck!" Diamond Lil grabbed Ultimate by the neck then threw him towards Box who had one of his cannons ready. Before he could fire it though Ultimate suddenly flew so fast that he ripped through his chest. Box fell to the floor before blowing into pieces. Lil suddenly fell on her knees looking at the pieces of Box.

'Was she in love with Madison Jeffries?' Aeon wondered having heard that Lil had started a relationship with Madison Jeffries though he dismissed it as a simple fling.

"I WILL NOT LOSE!!" Ultimate yelled as the left half of the second skin on his chest fell off as well as the skin that covered his right eye. With one roar Ultimate created a concussive barrier that knocked back any hero that had tried approaching him apart from Speedball and Aeon who guarded themselves with their own barriers.

"This is getting too troublesome!" Speedball moaned.

Ultimate stepped closer towards the two heroes ready to finish them off with a sword he created from a part of his second skin. Suddenly he thrust his hand at the air gripping it as if he was gripping a neck.

"Sneaking up on me is useless Invisible woman when I can smell the sweat on you with Tigra's powers" Ultimate said and surprisingly this time his face remained emotionless as he shocked the woman. He dropped Sue on the floor and raised his sword to the air ready to finish her off. Before he could plunge the blade however a red beam of light flew into his back burning off most of his second skin. Ultimate turned his eyes to see Red Wing with his arm raised and his wings cut off.

* * *

At the Mandarin's airship the team had just reached Tony. Cap slammed his shield into Tony's shackles and supported the man as the Mandarin had previously tortured Tony.

"What took you guys so long?" Tony asked weakly.

"You'd never believe the amount of space Mandarin has here, half of the rooms were just plain empty" US Agent joked.

"Whose the fan boy?" Tony asked Cap who chuckled before the group heard a bang on the door opposite the one they had just broken through.

Wolverine popped his claws out ready to take on anything. The team ducked as the door was suddenly blown open, the smoke cleared revealing War Machine and Captain Britain's team with a battered and sparking Fin Fang Foom robot behind them.

"The damn thing just followed us through here" Brian smiled.

"Is Tony ok?" Rhodey asked Cap whose only response was a nod of his head.

"He should be fine but you should get him out of here" Cap said giving Tony to Rhodey. Rhodey threw his friend over his shoulder and flied back the way he came. The heroes then turned their eyes to an ornate shape on the wall that slid open revealing the Mandarin.

"It's time we finished this" US Agent said.

"I second that" Wolverine growled as he took a step towards Mandarin.

"This encounter may not prove to be a waste of time, you may be the perfect test subject for my latest creations I think you find them rather attracted to you" Mandarin grinned as spider like robots started to crawl out of the walls.

"Something doesn't smell right about these little critters" Wolverine said narrowing his eyes at the bug like machines. One suddenly jumped at him, Wolverine slashed the spider in half and to his surprise the two halves exploded throwing him into one of the pillars.

"This is great I'm assuming these little bastard blow up when you hit them" US Agent said blasting three Spiders with his wrist lasers.

Cap threw his Shield cutting through five of the metallic spiders before it returned to his hand. Dr Strange's hands glowed as fire began to spread around him, the fire acted like a shield destroying any spider that tried attacking him. The Mandarin put his finger to the air, when his ring shined a door opened behind US Agent revealing a gigantic robot, the machines armour was grey with two pipes running from his back to his shoulders and a sinister looking face design with red eyes to match.

"Ultimo, AGENT WATCH OUT!!" Cap yelled as Ultimo's eyes glowed and two beams of light flew towards US Agent. The boy thrust his arm forward creating a round shaped energy shield, the beams bounced off the shield and into Ultimo's face blowing it up but the force of the shot still threw John to the ground.

"More toys to play with" Wolverine smirked as more Ultimo robots stepped out of the hidden compartments in the room. The heroes counted 10 machines in total.

"You guys deal with the Ultimo's I'll take care of Mandarin" Captain America said as he ran up the steps towards Mandarin's throne.

Captain Britain and his men took to the air; Captain's Italy and France separated from Spain and Britain and flew straight into one of the Ultimo units knocking it to the ground. Before Italy could smash the machine's head the Ultimo activated its optic lasers blasting Italy into the ceiling, the man then crashed into the ground where five explosive spiders waited for him.

"Oh no you don't insects!" US Agent said as he pointed his wrist blasters at the Spiders. With pinpoint accuracy he shot the automatic lasers hitting each of the Spiders. He then pushed a button on his wrist and rocket's built into his boots activated hovering the teen above the floor as he flew and grabbed Captain Italy by the back of the shirt. John landed next to Dr Strange who was only holding back one of the Ultimo robots with green beams of light fired from his fingers. US Agent let go of the European operative and aimed the palms of his hands at the Ultimo robot. Two red beams slammed into the robots chest pushing him into the wall with the help of Dr Strange's magic.

Captain Britain and Spain regrouped with France and Italy, the flag designs on their suits glowed as they flew like bullets into one of the Ultimo robots destroying it. Wolverine kicked one of the explosive spiders into an Ultron Robots foot. When the spider exploded it also blew apart the robots foot forcing it onto its knees. Logan dragged his claws across the floor jumping onto the robots shoulder. He stabbed his unbreakable claws into the side of Ultimo's head destroying the brain like battery that kept the machine active.

Cap threw his shield at Mandarin but much to his shock the weapon merely bounced off of a barrier that the Mandarin had created. The shield spun on the ground like a coin, Steve gritted his teeth together and ran at Mandarin.

"THIS IS FOR EVERYONE THAT IS DYING FOR YOUR AMBITION!!!" Cap yelled surprising the warlord as he punched his barrier. "FOR AMERICA!!" Cap pulled his fist back once again delivering a punch to the Mandarin's barrier.

"How the hell can you be this strong?" Mandarin asked as sweat ran down the side of his face.

"I'm no God, or a sorcerer or a man of Iron I'm just a man!" Cap punched the Mandarin's barrier but this time the barrier shattered like glass leaving the Mandarin exposed. "YOU HEAR THAT JUST A MAN!!" Cap yelled punching his opponent across the cheek.

"Fool my rings will tear you…" but the Mandarin's threats were interrupted as Steve once again punched him across the cheek.

"Go for it Cap!" Wolverine whispered in admiration before Dr Strange used a spell very similar to Telekinesis to throw Wolverine at the head of another Ultimo robot destroying it.

* * *

"What the hell is up with this rain?" Hellfire wondered, though she wasn't worried since the flames she generated were so intense that any liquid that came near her merely evaporated. She gasped as the clouds started to separate revealing a man surrounded by surges of electricity.

"Thor!" Wonder man whispered in awe. "I heard he was powerful but this"

"Don't believe everything you read in S.H.I.E.L.D files, Thor's no nut he is a god!" Captain Marvel said.

The Asgardian symbols on Thor's vest glowed as Thunder started to rain down on the floating fortress. Thor held his hammer by the piece of cloth attached to the end of the handle; he spun it faster than the eye could see creating a massive tornado. All of the heroes looked in shock and awe as lighting pounded the fortress and the vortex consumed Hellfire. Her scream echoed but then fell silent as the Tornado disappeared revealing Thor with the girl that was once Hellfire unconscious in his arms.

"Here take care of her for me" Thor said giving the girl to Wonder man who was too overcome by amazement to even speak.

"You see Simon I told you he wasn't just a hippie wearing Viking armour and using a scary hammer" Mar-vell said patting the silent Wonder man on the shoulders.

* * *

"CAP!!" Brian yelled as Captain America fell to the floor parts of his costume torn and his body smoking. While the patriot had the advantage at first he was beaten with just one twitch of the Mandarin's finger but that wasn't the end for Cap as he stubbornly got off the floor.

"Fool the America you know doesn't exist anymore, and as for the children that I used so what they were living worthless lives anyway who cared about them?" Mandarin asked pointing his fist at the Captain.

"I care!" Steve glared at the villain before one of the Mandarin's beam's cut through his shoulder. The soldier clutched the wound but gritted his teeth together ignoring the pain and staying stood up.

"Its too bad that caring doesn't do anything anymore eh!" Mandarin smiled as the diamonds on his rings glowed.

"I'M COMING CAP!!" Brian yelled before one of the last two Ultimo robots punched him sending him flying into the wall.

"No way am I going to let that bastard die" US Agent said.

"Kid wait!" Wolverine said but his words fell upon deaf ears as John ran off.

"Have faith in him Logan now come on let us perform that manoeuvre you came up with again" Dr Strange said readying his Telekinetic spell.

"All right but It just doesn't feel right" Wolverine sighed.

"He has held his own so far"

"No I mean you throwing me" Wolverine said and Dr Strange raised his eyebrows for a bit before he threw Wolverine at the Ultimo. But the robot turned his head and blasted Wolverine with his eye beams.

US Agent ran as fast as he could using his rocket's to jump over an Ultimo robot that blocked his path. He aimed his wrists at the Mandarin but cursed as they had run out of energy. John turned his eyes to the Captain's shield, without a single thought he picked up the shield.

"It's over fool, you lost this war the moment it started" The Mandarin said as he prepared to finish Captain America off.

"Tony always told me you were delusional and I believed him, but this delusional I thought was impossible" Steve said still confident that he could claim victory.

The mandarin glared at the American hero, the emeralds on his rings began to glow but as he was about to fire the beam the shield of Captain America smashed against his arm.

He screamed in agony as the shield had not only diverted his shot away from Cap but had also broken his arm. Cap took this chance to deliver one final attack; he swept his leg around in a semi circle tripping the Mandarin up. He then grabbed his shield and slammed the edge into Mandarin's chest.

"Go ahead finish me!" Mandarin said weakly coughing up a bit of blood.

"I don't need to kill you, you're beaten and most of your technology will soon fall in the ocean" Cap said standing up and strapping his shield onto his back.

At that moment a hole blew in the ceiling revealing Thor, the god of thunder threw his Hammer at one of the Ultimo robots; the hammer tore through the machines chest then flew around the room returning to Thor's hand. Before the last of the robots could activate its lasers Thor threw his hammer again tearing through the Ultimo's chest.

"About time you got here" Cap said smiling at his friend as he threw the Mandarin over his shoulder.

"CAP WATCH OUT!!" Wolverine yelled as a spider crawled towards the Captain. Steve quickly dropped the Mandarin and crouched with his shield raised. The Spider jumped at Captain America attaching to his shield and blowing apart. Though he was unharmed the force of the explosion threw him towards the group.

"Come on we've got to get the Mandarin" US Agent said but Dr Strange grabbed his shoulder.

"It's too late for him the fortress will blow apart any second now" he said.

The European Initiative members and the strike team gathered around Thor as he began spinning his hammer around, a small tornado consumed the group and the next thing they knew they were on the Triskelon's command centre.

"Cap are you all right where the hell did you go?" General Fury asked seeing the assortment of bruises and cuts that the Captain had claimed from his battle with the Mandarin.

"It's a long story General but right now we need to know what's going on with Aeon and the other heroes in the city" Steve removed his mask and saluted Nick.

"Well so far one of the Mandarin's soldiers has betrayed Ultimate, most of the other heroes apart from Red Wing, a few of the New Warriors, Tigra and that Aeon guy are unconscious"

"I'll be there for them soon" Thor said ready to teleport himself until Logan laid his hand on his wrist.

"I enjoy a fight as much as the next guy but those guys can handle it on their own" Logan returned Thor's confused gaze with a smirk.

* * *

"This is it it's time to finish this once and for all" Aeon panted.

Red Wing fell to the ground; his assault on Ultimate had proved to be in vain and had only angered Ultimate further.

"Red Wing I hope you don't mind me copying your second skin, Tigra, Night Thrasher you two help Red Wing keep Ultimate busy, Speedball when I say cover my left hand with a concussive barrier and Jolt super charge me"

"What!" The youngest member of the New Warriors raised his eye brow at the rookie hero who merely grinned as his body was covered by a second skin which took on an appearance similar to the one that he had when he was testing his second skin, except for this time while his chest was red with a diamond shape it was now silver with a round circle and a grey A shape in the middle, while the armour on his legs and left shoulder took on a red and gold colour.

"Now shoot me with a lighting bolt" Aeon ordered.

"WHAT!!" Speedball and Jolt yelled in surprise.

"JUST DO IT I CAN'T HOLD THIS FORM!!" Aeon yelled immediately springing the two heroes into action. Jolt thrust his hand forward striking Aeon with electricity. "Let me explain how my powers work, I convert different types of energy like Electricity into power and I focus that power into any point of my body like my left arm for example" Speedball took this as his signal and covered Aeon's left arm with one of his concussive barriers. Aeon concentrated hard and along with the concussive barrier an aura of blue energy also covered his hand.

"GO FOR IT AEON QUICKLY!!" Speedball yelled starting to lose focus.

Aeon ran as fast as he could towards Ultimate who was just about to finish off Red Wing before Aeon's echoing voice caught his attention "ULTIMATE BEHIND YOU!!"

Ultimate dropped Red Wing onto the floor and turned towards Aeon who stood panting and with his glowing fist ready. "Fool you just keep trying to die don't you?" Ultimate asked raising his sword over his shoulder.

No words were spoken, there was only silence as both jumped at each other. Time seemed to slow down for any hero that was conscious enough to watch. Speedball gasped as Ultimate thrust his sword at Aeon, however the blade merely scraped past his shoulder but Aeon's fist made contact. Both fell on the ground their second skins shattering to pieces. For a moment everything was silent until one broke it.

"ALLLL RIGHT HE DID IT!!!" Speedball yelled holding Jolt in a headlock and scratching his head. Tigra let out a happy wail as she skipped to Aeon's unconscious form with Shang-Chi behind her.

"Unbelievable all that time that Ultimate was hitting him with thunderbolts he was just converting the pain into energy for one punch, he just kept on getting back up again even when Ultimate hit him with powers that didn't give him more power, great job Aeon!" Shang-Chi said removing his torn mask and patting his unconscious friend on the back.

At the Triskelon General Fury received a report from his agents. He smiled at the men and women gathered in the room he was in. He spoke no words but his actions were a sure sign of victory, he merely slumped on his chair and sighed as if to say "Thank god that's over!"

"I knew it, face it the bad guys get ass kicked and the good guys win that's the rule of Super heroics" US Agent cheered clapping his hands together.

Steve shook his head at the boy and took a cigar that Logan had offered him, while he didn't smoke daily victory was as good a reason as any to. On the S.H.I.E.L.D Helicarrier; Tony despite being wounded had asked for a bottle of the finest wine that Dugan had.

"Here's to the soldiers and the heroes boys" Tony smiled.

"TO VICTORY!!" Dugan yelled spitting out his cigar and gulping down the wine in the glass he held.

"We lost a lot of good people today" Rhodey sighed but drank to victory anyway

It had been a long battle but for now at least the heroes had some rest if even for a moment.

Next Finale: The aftermath, life moves on!

* * *


	13. Aftermath

_The final chapter of my fic but not the end of the series. I'd like to thank anyone who has read this fic even if they dont leave reviews_

_Any Marvel heroes and places that have appeared in this fic are not my property, the only things I own are my OC's Aeon, Hellfire, Red Wing, Ultimate, Gothica, Brute and Tito and Faith_

* * *

Marvel Universe: Becoming a Hero

Chapter 13: The Aftermath

_Name of Casualty Cause of death_

**Rocket Men units 1, 2 and 3 Crushed by Fin Fang Foom**

**Scarlet Spider number 2 Thunderbolt blasted through chest**

**Puck (Eugene Milton Judd) Frozen and shattered by Ultimate**

**Hawk-Owl (Jack Danner) Beheaded by Ultimate**

**Quasar (Wendell Elvis Vaughn) Vaporised by Hellfire**

**Colleen Wing Suffocated under building rubble**

**Misty Knight Neck Broken by Ultimate**

**Box (Madison Jeffries) Unknown possibly died in Box explosion or when Ultimate flew through the armour**

**Jack of Hearts (Jack Hart) Impaled by Ultimate**

**Flatman (Val Ventura) Cut in half by Ultimate**

**Rocket man unit 5 Vaporised by Hellfire**

Nick sighed as he put the list that had been written on the table. He was alone in his office, the lights were dim since it fitted Fury's mood right now. As supervisor of the operation he was responsible for sending letters to the families of the many agents and soldiers that had been lost, not only was that hard enough but he had to tell some families that their father or their sons had been secretly vigilantes or heroes. The deaths of those heroes had affected many that had known them, Mr Immortal was particularly distraught and had been spending many nights drinking, Val had been one of his best friends and one of the first Great Lake Heroes. Alpha Flight had returned to Canada with less members than they had expected to return without, Logan had also spent a night drinking in a bar with James Hudson and Walter Langkowski. There was a service for the heroes as well though not many showed up for the event, Nick had only counted most of the Great Lake Heroes, himself, Steve and Tony and Sven and his friends.

Though things weren't all gloom and doom, Wolverine was leaving Alpha Flight to help train a new Generation of X-men, Beast was still joining the Avengers and the list of volunteers had grown mainly thanks to Aeon's efforts:

**Captain America**

**Iron Man**

**Wonder Man**

**Captain Marvel**

**Beast**

**US Agent**

**Ant-man**

**Wasp**

**Spider-Woman**

**Steel Spider**

**Hawkeye**

**Mockingbird**

**Firebird**

**Goliath**

**She-Hulk**

And of course the Black Widow would be joining the team, as a S.H.I.E.L.D Representative as well as a second in command should something happen to Cap.

"Nice costumes!" Shang-Chi chuckled. It was sort of an official Defenders meeting at the Sanctum and the group beheld the new costumes that the former Scarlet Spider's and Arachne wore. Jessica's was a red and yellow body suit with a spider design on her chest, she no longer wore a full-face mask but a mask that covered her eyes and she had also dyed her hair black. The one who would keep the name Scarlet Spider no longer had the spider leg devices on his back but wore instead a Red spider suit with no web designs, a sleeveless blue top with a black spider on the back and chest as well as a belt that held numerous web or spider theme gadgets as well as impact webbing capsules strapped to his wrists. The final clone now wore a black suit that covered all but his mouth, he had a silver spider design on his chest and shoulders and he now wore a harness with steel spider legs on the back.

"Where did you get the Doc Ock harness Scarlet?" Daredevil out of costume as the blind lawyer Matt Murdock asked.

"Please I'm not red anymore, call me Oliver Osnick or if I'm wearing this the Steel Spider" He grinned.

"Oh please tell me you didn't think of a corny name too" Danny Rand asked the Scarlet Spider who shook his head.

"I couldn't think of a good one so I decided that I'd take the names of the people who raised Peter, the first name of his uncle and the Maiden name of his aunt, call me Ben Reilly from now on" Scarlet Spider removed his mask revealing his now dyed and cut blonde hair.

"Cool I should probably tell Peter when I meet him that he looks better as a blonde" John chuckled carrying a tray with coffee mugs on it. Through Sven John had started a small friendship with the alter ego of Spider-man. The three even met up in costume to discuss the three joining the Avengers although in the end only John decided he would mainly because Captain America had invited him.

"Hey John show us the shield again?" Ben asked taking a mug and gulping most of the coffee down. "Dude at least we know you throw a shield better than you can make coffee"

"Oh shut up!" John said dropping a small bundle of cloth on the table, he unravelled the cloth revealing a round blue and red shield similar to Captain America's if not smaller and missing the white star.

"So Jess, Ollie and John are joining the big boys in the Avengers, Ben's going to teach the New Warriors a thing or two and Shang's taking a break to work on his relationship with Maya, I tell you things don't get as much better than this" Danny said leaning back on his chair.

"From now on I'll be going by the name Spider-woman and the other one will call herself Spider-girl" Jessica said sitting on one of the chairs that Wong had laid out for her.

"I don't think girl fits her" Dan said and most of the men in the room nodded their heads while Jessica sighed

"What about you guys any plans?" Ollie asked the Defenders and most shook their heads.

"Moon Knight's apparently going back to his solo career" Dr Strange said.

"How's Spector doing any way?" Shang-Chi asked.

"Well we had to remove what was left of his kidney, so now he's only got one and a scar on his chest to go with it, we actually thought that he would go into a coma but it seems he's recovered quite quickly though he will have to watch his stomach when he goes on patrols" Strange explained pouring himself a glass of wine.

"Actually I've been thinking of joining my good friend Luke Cage in Heroes for Hire Inc, after all with Colleen Wing and Misty Knight killed by Ultimate I think Luke needs some help in terms of members right now" Dan said.

"John's becoming an Avengers, Danny a mercenary and Ben a reality TV star what next?" Matt wondered.

"Actually it's official the New Warriors reality TV show is cancelled simply because Night Thrasher and Speedball said so, a lot of the old members have returned like Darkhawk and Turbo and I'm joining up as a New New Warrior" Ben said laughing.

"Well I suppose a toast is in order Defenders, to the future!" Dr Strange raised his glass above the table and the other former Defenders tapped their cups and glasses against his.

"Hey guys do you know where Tigra and Tarantula went?" Jessica asked and the others merely shrugged their shoulders.

**The Reilly residence, basement**

"Thanks for letting us stay here Sven" Miguel said as he sat on one of the old couches that still lay in Sven's basement.

"No sweat, besides who knows what kind of tests Nick Fury would have his scientists do on you if you stayed at the Triskelon" Sven said turning on the TV that he had set up.

"Yet another report about the whole Mandarin thing" Miguel sighed.

"Yeah, not too many people showed up at the service we had for them, although Xavier and a few of his students came, I'm sure everybody would of cried if Morph didn't lighten the mood" Sven said. He put a small dish filled with milk on the floor and Tigra crawled out of the shadows sniffing at it.

"I still don't get why she's staying here now" Miguel muttered.

"Maybe Doc Strange threw her out" The boys turned their heads to see Faith standing at the stairs. "You left the back door open so I thought that I'd invite myself in, where's your mom and sister I thought that since most of the schools had been trashed in the attack they'd be here"

"Well my moms gone to get coffee with a few of her friends and the runts with one of her friends, so that's given me plenty of time to turn my basement into an unofficial lair for Aeon and a living quarters for Tarantula and Tigra, I've got my costume hidden under one of the floorboards"

"Really let's see it!" Faith said excitedly. Sven though at first surprised pulled up one of the loose floorboards revealing a black case. He opened the case and removed from it his new costume imagined by Sven but designed by Janet Van Dyne as a favour for saving her life at one point in the battle. The costume was basically a light grey suit with blue accents, a blue circle on the chest with a grey A in the middle and blue parts on the shoulders and Shins, he also had blue elbow length gloves and grey boots as well as a grey and blue mask with blue eye lenses, the mask covered his face but not his hair.

"Cool, you must have described it real well for Van Dyne" Faith said gazing at the costume and wondering what Sven would look like with it on. "So how's your training in Stark Tower going?" she asked.

"After I fought Ultimate Tony decided to test me again out of sight of S.H.I.E.L.D agents, anyway I've pretty much lost my ability to mimic other super powers though I do have residual power left from when I mimicked Red wing, anyway I can lift 30 tons, I'm just as fast and agile as Spider-man and with my energy generation powers I can momentarily turn myself into energy and move at great speeds, sort of like a teleport you see" Sven explained.

"Anyway Calvin just got out of Juvy and we were planning on going to the mall and by that I mean you two taking a detour at the arcade" Faith said smiling.

"Oh yeah I remember now, I've been so busy lately with trying to get Fury off my back though no doubt he's still got people following me around anyway Tony assures me that if any super villain or agent spies on my home he'll know about it" Sven said. "Well see you later Miguel and remember if you and Tigra sense my mom coming just hide in a box or on the ceiling ok"

"Later dude and it was good to see you again Faith" Miguel said.

**New York City streets**

"THIS IS JUST TOO FUN!!" Spider-girl yelled as she and Spider-man swung across the city towards the Baxter Building. Spider-girl had sort of become Spider-man's unofficial partner in crime fighting, since Turbo and She-Hulk were joining the New Warriors and Avengers respectively. Spider-man had also offered to be a teacher of sorts for the rookie Spider-girl and teach her how to use powers that were essentially identical to his own. The Fantastic Four family had gone back to normal without many changes, Reed was still tinkering with god knows what in his lab, Sue was still trying to get her boyfriends attention and Ben and Johnny were still at each other's throats.

"JOHNNY!!" The Thing roared walking into the kitchen with whipped cream on his face.

"I would of thought the first time made you more alert" muttered Sue under her breath since it was a prank her brother and tried on Ben Grimm before. She turned her head as she heard a tapping on the window and smiled as she saw both Spider-girl and Spider-man. She pointed to the roof and the two began climbing the building.

"Don't kill Johnny yet Ben his friends are here" Sue said in a mock loving mother tone.

"So Spidey why didn't you decide to join the Avengers?" Spider-girl asked her mentor.

"Well saving the world will mostly get in the way of my work here on the streets what about you?"

"The same" She lied, it was partly a reason why she didn't volunteer another reason was because they already had a Spider-lady on the team and she couldn't resist the chance to work closer with Spider-man. She was embarrassed to say but she was actually becoming quite attracted to her partner.

"Um Spider-girl are you all right?" Peter asked blushing behind his mask since he was well aware that the girl was admiring him, and sure Peter liked Spider-girl but he was in love with Gwen and he wasn't about to let anything ruin that. A few minutes passed and Johnny finally flew out of the FF's hanger with his uniform and himself on fire.

"So Spidey what's the deal I was just in the middle of a good tussle with the ever lovable orange Thing" Johnny said smirking.

"We heard on the radio that a few of my rogue's gallery have broken out again, so we wanted to invite you to crash their little crime party with us"

"Hey guys two's a date and three's just crowding" Johnny said.

"Which it's why we invited She-Hulk as well, she's waiting down stairs for you to carry her to the fight" Spider-girl smirked before jumping off the building followed by Spider-man who saluted his body as he fell.

"Oh well I needed to get on another date anyway" Johnny sighed.

**The mall**

Sven, Faith and Calvin had mostly spent five hours doing their usual routine.

"Man I'm glad the fighting didn't get anywhere near the suburbs" Calvin said.

"So how are things at home Calvin?" Sven asked.

"Things have changed only a little bit, my father's ranting even more now and he hasn't spent any time away from his basement lab, only to rant about how much of a jackass he is and how this creation of his is going to solve all our money problems" Calvin explained causing Faith to giggle a bit. "It's come to this point now where he's just another guy in his basement trying to be great, he wants to create the next Captain America, or something greater" Calvin lowered his head his face filled with a mixture of anger and sorrow.

"Hey don't get down Calve, I mean sure he's a bit of a loser right now but if he's working hard then he should turn things around" Sven said patting his best friend on the shoulder.

"Nothing ever dampens your spirits eh Sven" Calvin said smiling.

"Nope not until the day I die" Sven grinned.

"Well I've got to go and get some dinner to take home, so I'll probably see you guys later" Calvin said walking towards the store and waving goodbye to his friends.

Sven and Faith left the mall together and walked in the city streets. They passed an alleyway but stopped when they heard a whisper.

"Pssssst! Sven in here!"

Sven and Faith looked curiously at the dark alleyway before they walked in. Faith gasped as none other but Spider-man dropped into their line of sight, he was hanging off of a web line connected to the roof of the two buildings.

"What's up Spidey?" Sven asked.

"Don't worry Faith I know who you are and what Sven does in his free time" Peter said to calm the shocked Faith down. "Anyway most of my Rogue's gallery is on the loose and I thought it would be a good moment for a team up"

"Who have you got so far?"

"She-Hulk, Human Torch, me and Spider-girl!"

"Ok I cant go, four's a double date and five's a crowd besides I don't have my costume with me" Sven sighed.

"Lucky for you I bought it with me" Faith said reaching into her bag and pulling out the Aeon costume.

"Your real quick!" Sven said rubbing his head.

"Well all's we need to do is invite another female hero and it'll be a triple date" Spider-man joked.

"I don't think so Aeon's spoken for" Faith said smiling as she kissed Sven on the cheek causing him to blush redder than Peter's costume.

"Thanks Faith" Sven said putting most of his suit on but when he was about to pull his mask on Faith jumped at him and softly kissed his lips.

"For luck!" Faith smiled and Sven held his blush back just long enough to smile and put his mask on.

"Time to go to work" Aeon said as he jumped onto the building where other heroes were waiting.

The heroes swung, flew and leapt across the city and Aeon smiled under his mask, everything had changed for him, he personally knew some of his greatest heroes, he was a hero himself and he had finally started a relationship with Faith.

'Well Sven this life is dangerous, complicated and sometimes just plain weird but at the same time it's rewarding, a learning experience and of course you'll get to meet some amazing people, this much I'm sure of that this is just the beginning'

"YAAAAHOOOOH!!!" Aeon yelled at the top of his lungs. Though he had seen both excellent and terrible things Sven wouldn't of changed his present or past for anything. Things had changed on this Earth; heroes not just costumed or super powered had died for what was right, for the ideals of justice, hope and safety and Aeon was willing to live for them!

**An apartment somewhere in the city**

The Black Widow sat on her bed wearing just a night coat; her leather suit had been thrown on the floor along with her S.H.I.E.L.D badge. She put the glass of wine she held to her lips gulping it down and a devious smile crossed her lips as she answered her cell phone.

"Romanoff here!" She said. There was a short pause before she spoke again "As you expected Hydra pursued the boy, but their hired thugs are all dead now thanks to Frank Castle…no Fury has no idea what's really happening in S.H.I.E.L.D, the board of directors still have the Mandarin's child soldiers in custody apart from the ones that called themselves Hellfire, Red Wing, Gothica and Brute…yes as you suspected the public thinks that all of the child soldiers are back to normal even Fury thinks so, the fool has been in S.H.I.E.L.D for years and he still cant tell the difference between a LMD and the real thing the board of directors are planning to use them for something big but I'll investigate what they are up to as promised…don't be so silly of course no one suspects me I am the greatest spy in the world after all…no sir S.H.I.E.L.D didn't find the Mandarin's rings…you mean the clan of assassins that Elektra leads…yes I have recovered the list that you wanted…no sir Modok disappeared after the battle along with his notes, I'd like to discuss my pay now…thank you sir…oh yes Mr Stark and I have been getting close and it wont jeopardise my mission…please I cant settle for just the rich playboy the devils just a form of entertainment…as we agreed I'll continue to watch S.H.I.E.L.D until you begin your plan…goodbye for now sir" Natasha slowly hung up the phone and smiled to herself bringing her glass closer to her lips until her phone rang again.

"Oh for crying out load!" She cursed picking up the phone and putting on her best voice. "Hello…why its wonderful to hear from you again…yes I did watch the boy as I promised he's actually a spitting image of you handsome…of course I've watched them too they're fine…no as I promised Fury knows nothing of our deal nor do the board of directors…very well I keep on watching both of the children, always a pleasure to hear from you Project Energon…very well as you wish, goodbye Mr Reilly!"

**Marvel Universe: Becoming a hero! The end of the Beginning!**

* * *

_That's the end of that but as you probably guessed it's not the end of Sven's or the other heroes story. Probably some time in October I'll begin work on the sequel story **Marvel Universe: Heroism** and also read my X-men fic **Xmen: Academy X **since it ties in with this and the sequel fic. If your eager to see Aeon then he'll be featured in the X-men fic alongside Calvin Rankin. Please read and review with what you thought of the fic and feel free to criticise, also for the future if you want to see any Marvel hero that didnt appear in the fic or if you want heroes from the casualty list back then I'll see what I can do in the sequel!_


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